The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer, in reliance upon the agreements of the Lenders set forth in this Section 2.10 (1) may, from time to time, in its sole discretion, issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its Subsidiaries, and amend Letters of Credit previously issued by it, in accordance with subsection (b) below on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, and (2) agrees to honor drawings under Letters of Credit issued hereunder; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the aggregate amount of the Available Commitments of any Lender shall not be less than zero Dollars ($0), and (y) the Outstanding Amount of the 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 (subject to the discretion of the L/C Issuer), during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed in accordance with the terms hereof. (ii) The L/C Issuer shall not issue any Letter of Credit, if: (1) the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or the last extension of such Letter of Credit, unless the Required Lenders have approved such expiry date; or (2) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date. (iii) The L/C Issuer shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer shall not be under any obligation to issue any Letter of Credit if: (1) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the Letter of Credit, or any law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the L/C Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good xxxxx xxxxx material to it; (2) the issuance of the Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally; (3) 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 $100,000; (4) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; (5) other than in the case of a Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, 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 (6) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the L/C Issuer with the Borrower or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure 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 the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion. (iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. (v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) 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, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit. (vi) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 5 contracts
Samples: Credit Agreement (Affiliated Managers Group, Inc.), Credit Agreement (Affiliated Managers Group, Inc.), Credit Agreement (Affiliated Managers Group, Inc.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, the Lender agrees, (A) the L/C Issuer, in reliance upon the agreements of the Lenders set forth in this Section 2.10 (1) may, from time to time, in its sole discretion, issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its Subsidiaries, and amend Letters of Credit previously issued by it, in accordance with subsection (b) below time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, and (2) agrees to honor drawings under issue Letters of Credit issued hereunder; and (B) the Lenders severally agree to participate in Letters of Credit issued Dollars for the account of the Borrower Borrower, and its Subsidiaries to amend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and any (B) to honor drawings thereunderunder the Letters of Credit; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x1) the aggregate amount Revolving Exposure of the Available Commitments of any Lender shall not be less than zero Dollars ($0)exceed the Revolving Commitment, and (y2) the Outstanding Amount of the 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 (subject to the discretion of the L/C Issuer)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 in accordance with the terms hereofreimbursed.
(ii) The L/C Issuer shall not issue any Letter of Credit, if:
(1) the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or the last extension of such Letter of Credit, unless the Required Lenders have approved such expiry date; or
(2) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date.
(iii) The L/C Issuer shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer Lender shall not be under any obligation to issue any Letter of Credit if:
(1A) the expiry date of the requested Letter of Credit would occur more than twelve (12) months after the date of issuance or after the Letter of Credit Expiration Date;
(B) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer Lender from issuing the Letter of Credit, or any law Law applicable to the L/C Issuer Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer Lender shall prohibit, or request that the L/C Issuer Lender refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the L/C Issuer Lender with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer Lender in good xxxxx xxxxx material to it;
(2C) the issuance of the Letter of Credit would violate one or more policies of the L/C Issuer Lender applicable to letters of credit generally;
(3D) 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 $100,000;
(4E) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;
(5) other than in the case of a Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, 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
(6F) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the L/C Issuer with the Borrower or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter contains any provisions for automatic reinstatement of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretionstated amount after any drawing thereunder.
(iviii) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.
(v) The L/C Issuer Lender shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer Lender 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 Letter of Credit.
(vi) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 4 contracts
Samples: Credit Agreement (Hackett Group, Inc.), Credit Agreement (Hackett Group, Inc.), Credit Agreement (Hackett Group, Inc.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C IssuerIssuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.10 2.03, (1) may, from time to time, in its sole discretion, issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its Subsidiaries, and amend Letters of Credit previously issued by it, in accordance with subsection (b) below time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) agrees to honor drawings under the Letters of Credit issued hereunderCredit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and 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, (x) the aggregate amount of Total Revolving Outstandings shall not exceed the Available Commitments Aggregate Revolving Commitments, (y) the Revolving Credit Exposure of any Lender shall not be less than zero Dollars ($0), exceed such Lender’s Revolving Commitment and (yz) the Outstanding Amount of the 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 (subject to the discretion of the L/C Issuer)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 in accordance with the terms hereofreimbursed.
(ii) The L/C Issuer shall not issue any Letter of Credit, Credit if:
(1A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or the last extension of such Letter of Creditextension, unless the Required Lenders (other than Defaulting Lenders) holding a majority of the Revolving Credit Exposure have approved such expiry date; or
(2B) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders that have Revolving Commitments have approved such expiry date.
(iii) The L/C Issuer shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer shall not be under any obligation to issue any Letter of Credit if:
(1A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the such Letter of Credit, or any law Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that 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 the L/C Issuer with respect to the such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good xxxxx xxxxx material to it;
(2B) the issuance of the such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;
(3C) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the such Letter of Credit is in an initial stated amount less than $100,000500,000;
(4D) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative CurrencyDollars;
(5) other than in the case of a Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, 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
(6E) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably 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 2.15(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 the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or
(F) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.
(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.
(v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) 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, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(vi) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 Article X with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 Article X included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 4 contracts
Samples: Credit Agreement (Silicon Laboratories Inc), Credit Agreement (Silicon Laboratories Inc), Credit Agreement (Rf Micro Devices Inc)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C IssuerIssuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.10 Section, (1) may, from time to timetime on any Business Day during the period from the Closing Date until thirty (30) days prior to the Maturity Date, in its sole discretion, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its Subsidiariesany Borrower, and to amend Letters of Credit previously issued by it, in accordance with subsection (b) below on any Business Day during the period from the Closing Date until the Letter of Credit Expiration DateSection 2.03(b), and (2) agrees to honor drawings under the Letters of Credit issued hereunderCredit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the any Borrower and 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, (x) the aggregate amount of Total Outstandings shall not exceed the Available Commitments Facility, (y) the Revolving Exposure of any Lender shall not be less than zero Dollars ($0)exceed such Lender’s Commitment, and (yz) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the any 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 any Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the such Borrower may (subject to the discretion of the L/C Issuer)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 in accordance with reimbursed. Each Existing Letter of Credit is deemed to be a Letter of Credit issued hereunder for all purposes of this Agreement and the terms hereofother Loan Documents.
(ii) The L/C Issuer shall not issue any Letter of Credit, Credit if:
(1A) the initial expiry date of the requested Letter of Credit would occur more than twelve (12) months after the date of issuance or the last extension of such Letter of Creditissuance, unless the Required Lenders have approved such expiry date; or
(2B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date; [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. in each case, unless all provided, however, that any Letter of Credit may provide for renewal thereof for additional periods of up to twelve (12) months (which in no event shall extend beyond the Lenders have approved such expiry datedate referred to in clause (B) above).
(iii) The L/C Issuer shall have no obligation to issue any Any issuance of a Letter of Credit. Without Credit is subject to satisfaction of the conditions set forth in any way limiting the foregoingSection 4.02, and the L/C Issuer shall not be under any obligation to issue any Letter of Credit if:
(1A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the Letter of Credit, or any law Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the L/C Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good xxxxx xxxxx material to it;
(2B) the issuance of the Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;
(3C) 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 $100,000, in the case of a commercial Letter of Credit, or $100,000, in the case of a standby Letter of Credit;
(4D) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;
(5) other than in the case of a Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, 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
(6E) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the L/C Issuer (in its sole discretion) with the any Borrower or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.14(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 the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion.
(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.
(v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) 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, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the Letter of Credit. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.
(vi) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
(vii) In no event shall the Administrative Agent be required to issue commercial or trade Letters of Credit.
(viii) Letters of Credit shall be used solely to support payment obligations incurred in the ordinary course of business by any Borrower and its Subsidiaries.
Appears in 3 contracts
Samples: Credit Agreement (Sunrun Inc.), Credit Agreement (Sunrun Inc.), Credit Agreement (Sunrun Inc.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C IssuerIssuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.10 2.03, (1) may, from time to time, in its sole discretion, issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its Subsidiaries, and amend Letters of Credit previously issued by it, in accordance with subsection (b) below 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 Borrower or its Subsidiaries or Controlled JV Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) agrees to honor drawings under the Letters of Credit issued hereunderCredit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and or its Subsidiaries or Controlled JV Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the aggregate amount of Total Outstandings shall not exceed the Available Commitments Aggregate Commitments, (y) the Revolving Credit Exposure of any Lender shall not be less than zero Dollars ($0)exceed such Lender’s Commitment, and (yz) the Outstanding Amount of the 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 (subject to the discretion of the L/C Issuer)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 in accordance with the terms hereofreimbursed.
(ii) The L/C Issuer shall not issue any Letter of Credit, Credit if:
(1A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or the last extension of such Letter of Creditextension, unless the Required Lenders have approved such expiry date; or
(2B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Administrative Agent, the L/C Issuer, and the Lenders have approved such expiry date.
(iii) The L/C Issuer shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer shall not be under any obligation to issue any Letter of Credit if:
(1A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the Letter of Credit, or any law Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the L/C Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good xxxxx xxxxx material to it;
(2B) the issuance of the Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;
(3C) 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 $100,000500,000;
(4D) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative CurrencyDollars;
(5) other than in the case of a Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, 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
(6E) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or
(F) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.
(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.
(v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) 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, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(vi) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 3 contracts
Samples: Credit Agreement (Ashford Hospitality Prime, Inc.), Credit Agreement (Ashford Hospitality Prime, Inc.), Credit Agreement (Ashford Hospitality Prime, Inc.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, the Lender agrees (A) the L/C Issuer, in reliance upon the agreements of the Lenders set forth in this Section 2.10 (1) may, from time to time, in its sole discretion, issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its Subsidiaries, and amend Letters of Credit previously issued by it, in accordance with subsection (b) below time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, and (2) agrees to honor drawings under issue Letters of Credit issued hereunder; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its domestic Subsidiaries or, in the Lender’s sole and absolute discretion any of its Subsidiaries Foreign Subsidiaries, and any to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (B) to honor drawings thereunderunder the Letters of Credit; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the aggregate amount of the Available Commitments of any Lender Total Revolving Outstandings shall not be less than zero Dollars ($0), exceed the Revolving Facility and (y) the Outstanding Amount of the 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 (subject to the discretion of the L/C Issuer)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 in accordance with the terms hereofreimbursed.
(ii) The L/C Issuer Lender shall not be under any obligation to issue any Letter of Credit, Credit if:
(1A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve (12) months after the date of issuance or the last extension of such Letter of Creditextension, unless the Required Lenders have Lender has approved such expiry date; or
(2B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have Lender has approved such expiry date.
(iii) The L/C Issuer shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer shall not be under any obligation to issue any Letter of Credit if:
(1C) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer Lender from issuing the Letter of Credit, or any law Law applicable to the L/C Issuer Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer Lender shall prohibit, or request that the L/C Issuer Lender refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the L/C Issuer Lender with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer Lender in good xxxxx xxxxx material to it;
(2D) the issuance of the Letter of Credit would violate one or more policies of the L/C Issuer Lender applicable to letters of credit generally;
(3E) except as otherwise agreed by the Administrative Agent and the L/C IssuerLender, the Letter of Credit is in an initial stated amount less than $100,00050,000;
(4F) except as otherwise agreed by the Administrative Agent and the L/C IssuerLender, the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;
(5G) other than in the case of a Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, contains any provisions for automatic reinstatement of the L/C Issuer stated amount after any drawing thereunder; or
(H) the Lender does not as of the issuance date of the requested Letter of Credit issue Letters of Credit in the requested currency; or
(6) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the L/C Issuer with the Borrower or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure 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 the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion.
(iviii) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.
(v) The L/C Issuer Lender shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer Lender 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 Letter of Credit.
(vi) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 3 contracts
Samples: Credit Agreement (AstroNova, Inc.), Credit Agreement (AstroNova, Inc.), Credit Agreement (AstroNova, Inc.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C IssuerIssuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.10 2.03, (1) may, from time to timetime on any Business Day during the period from the Closing Date until the Maturity Date, in its sole discretion, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its Subsidiariesor any Subsidiary, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Datebelow, and (2) agrees to honor drawings under the Letters of Credit issued hereunderCredit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and its Subsidiaries or any Subsidiary and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the aggregate amount of Total Revolving Outstandings shall not exceed the Available Commitments Aggregate Revolving Commitments, (y) the Revolving Credit Exposure of any Lender shall not be less than zero Dollars ($0), exceed such Lender’s Revolving Commitment and (yz) the Outstanding Amount of the 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 (subject to the discretion of the L/C Issuer)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 in accordance with the terms hereofreimbursed.
(ii) The L/C Issuer shall not issue any Letter of Credit, Credit if:
(1A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or the last extension of such Letter of Creditextension, unless the Required Revolving Lenders have approved such expiry date; or
(2B) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration date one year after the Maturity Date, unless all the Lenders that have Revolving Commitments have approved such expiry date.
(iii) The L/C Issuer shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer shall not be under any obligation to issue any Letter of Credit if:
(1A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the such Letter of Credit, or any law Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that 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 the L/C Issuer with respect to the such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good xxxxx xxxxx material to it;
(2B) the issuance of the such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;
(3C) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the such Letter of Credit is in an initial stated amount less than $100,000500,000;
(4D) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative CurrencyDollars;
(5) other than in the case of a Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, 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
(6E) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably 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 2.15(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 the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or
(F) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.
(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the such Letter of Credit in its amended form under the terms hereof.
(v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) 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, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(vi) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 Article X with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 Article X included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 3 contracts
Samples: Credit Agreement (Grand Canyon Education, Inc.), Credit Agreement (Grand Canyon Education, Inc.), Credit Agreement (Grand Canyon Education, Inc.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C IssuerIssuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.10 2.03, (1) may, from time to time, in its sole discretion, issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its Subsidiaries, and amend Letters of Credit previously issued by it, in accordance with subsection (b) below 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 Borrowers or their Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) agrees to honor drawings under the Letters of Credit issued hereunderCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and its Borrowers or their respective Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the aggregate amount of Total Revolving Credit Outstandings shall not exceed the Available Commitments Revolving Credit Facility, (y) the Revolving Credit Exposure of any Lender shall not be less than zero Dollars ($0)exceed such Lender’s Revolving Credit Commitment, and (yz) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the any Borrower 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 may (subject to the discretion of the L/C Issuer)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 in accordance with the terms hereofreimbursed.
(ii) The L/C Issuer shall not issue any Letter of Credit, Credit if:
(1A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or the last extension of such Letter of Creditextension, unless the Required Lenders have Administrative Agent has approved such expiry date; or
(2B) 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 L/C Issuer have approved such expiry datedate (it being agreed that following the Letter of Credit Expiration Date, any outstanding Letter of Credit would be required to be Cash Collateralized by the Borrowers on terms and pursuant to arrangements reasonably satisfactory to L/C Issuer).
(iii) The L/C Issuer shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer shall not be under any no obligation to issue any Letter of Credit if:
(1A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the Letter of Credit, or any law Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the L/C Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good xxxxx xxxxx material to it;
(2B) the issuance of the Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;
(3C) 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 $100,000;
(4D) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative CurrencyDollars;
(5) other than in the case of a Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, 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
(6E) any Revolving Credit Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the L/C Issuer (in its sole discretion) with the Borrower Borrowers or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.16(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 the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or
(F) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.
(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.
(v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) 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, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(viv) The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 2 contracts
Samples: Credit Agreement (Construction Partners, Inc.), Credit Agreement (Construction Partners, Inc.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C IssuerIssuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.10 2.03, (1) may, from time to time, in its sole discretion, issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its Subsidiaries, and amend Letters of Credit previously issued by it, in accordance with subsection (b) below 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 Borrower, and to amend or extend Letters of Credit previously issued by it, in accordance with clause (c) below and (2) agrees to honor drawings under the Letters of Credit issued hereunderCredit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the aggregate amount Total Outstandings shall not exceed the Facility Limit, (y) the Aggregate Exposure of any Lender, shall not exceed the lesser of such Lender’s (I) Commitment and (II) the Applicable Percentage of the Available Commitments of any Lender shall not be less than zero Dollars ($0), Facility Limit and (yz) the Outstanding Amount of the 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 (subject to the discretion of the L/C Issuer)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 in accordance with the terms hereofreimbursed.
(ii) The L/C Issuer Issuers shall not issue any Letter of Credit, if:
(1A) subject to Section 2.03(c)(iii), the expiry date of the such requested Letter of Credit would occur more than twelve months after the date of issuance or the last extension of such Letter of Creditextension, unless the Required Majority Lenders have approved such expiry date; or
(2B) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date.
(iii) The L/C Issuer shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the An L/C Issuer shall not be under any obligation to issue any Letter of Credit if:
(1A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the applicable L/C Issuer from issuing the such Letter of Credit, or any law Law applicable to the applicable L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the applicable L/C Issuer shall prohibit, or request that the applicable L/C Issuer refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon the applicable L/C Issuer with respect to the such Letter of Credit any restriction, reserve or capital requirement (for which the applicable L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the applicable L/C Issuer any unreimbursed loss, cost or expense which that was not applicable on the Closing Date and which that the applicable L/C Issuer in good xxxxx xxxxx material to it;
(2B) the issuance of the such Letter of Credit would violate one or more policies of the applicable L/C Issuer applicable to letters of credit generally;
(3C) except as otherwise agreed by the Administrative Agent and the applicable L/C Issuer, the such Letter of Credit is in an initial stated amount less than $100,00050,000;
(4D) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;
(5) other than in the case of a Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, 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
(6E) a default of any Lender’s obligations to fund under Section 2.01 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, reasonably satisfactory to the applicable L/C Issuer (in its sole discretion) either with the Borrower or such Lender to eliminate the applicable L/C Issuer’s actual or potential Fronting Exposure risk with respect to the Defaulting Lender arising from either such Lender’s Applicable Percentage of the Letter of Credit then proposed requested to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretionissued.
(iv) The Each L/C Issuer shall not amend any Letter of Credit if the 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) The L/C Issuer Issuers shall be under no obligation to amend any Letter of Credit if (A) the applicable 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) The 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 Issuer Issuers shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 Article IX with respect to any acts taken or omissions suffered by the applicable L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 Article IX included the applicable L/C Issuer with respect to such acts or omissions, omissions and (B) as additionally provided herein with respect to the applicable L/C Issuer.
Appears in 2 contracts
Samples: Credit Agreement (Amplify Energy Corp), Credit Agreement (Amplify Energy Corp)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C IssuerIssuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.10 2.03, (1) may, from time to time, in its sole discretion, issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its Subsidiaries, and amend Letters of Credit previously issued by it, in accordance with subsection (b) below time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) agrees to honor drawings under the Letters of Credit issued hereunderCredit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and 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, (x) the aggregate amount of Total Revolving Outstandings shall not exceed the Available Commitments Aggregate Revolving Commitments, (y) the Revolving Credit Exposure of any Lender shall not be less than zero Dollars ($0), exceed such Lender’s Revolving Commitment and (yz) the Outstanding Amount of the 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 (subject to the discretion of the L/C Issuer)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 in accordance with the terms hereofreimbursed.
(ii) The L/C Issuer shall not issue any Letter of Credit, Credit if:
(1A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or the last extension of such Letter of Creditextension, unless the Required Lenders (other than Defaulting Lenders) holding a majority of the Revolving Credit Exposure have approved such expiry date; or
(2B) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders that have Revolving Commitments have approved such expiry date.
(iii) The L/C Issuer shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer shall not be under any obligation to issue any Letter of Credit if:
(1A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the such Letter of Credit, or any law Law applicable to the L/C Issuer or any request or directive (whether or not having the force of lawLaw) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that 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 the L/C Issuer with respect to the such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good xxxxx xxxxx material to it;
(2B) the issuance of the such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;
(3C) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the such Letter of Credit is in an initial stated amount less than $100,000250,000;
(4D) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative CurrencyDollars;
(5) other than in the case of a Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, 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
(6E) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably 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 2.15(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 the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or
(F) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.
(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.
(v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) 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, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(vi) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 2 contracts
Samples: Credit Agreement (I3 Verticals, Inc.), Credit Agreement (I3 Verticals, Inc.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C IssuerIssuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.10 2.03, (1) may, from time to time, in its sole discretion, issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its Subsidiaries, and amend Letters of Credit previously issued by it, in accordance with subsection (b) below 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 Borrower, and to amend or extend Letters of Credit previously issued by it, in accordance with clause (c) below and (2) agrees to honor drawings under the Letters of Credit issued hereunderCredit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the aggregate amount Total Outstandings shall not exceed the Facility Limit, (y) the Aggregate Exposure of any Lender, shall not exceed the lesser of such Lender’s (I) Commitment and (II) the Applicable Percentage of the Available Commitments of any Lender shall not be less than zero Dollars ($0), Facility Limit and (yz) the Outstanding Amount of the 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 (subject to the discretion of the L/C Issuer)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 in accordance with the terms hereofreimbursed.
(ii) The L/C Issuer Issuers shall not issue any Letter of Credit, if:
(1A) subject to Section 2.03(c)(iii), the expiry date of the such requested Letter of Credit would occur more than twelve months after the date of issuance or the last extension of such Letter of Creditextension, unless the Required Majority Lenders have approved such expiry date; or
(2B) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date.
(iii) The L/C Issuer shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the An L/C Issuer shall not be under any obligation to issue any Letter of Credit if:
(1A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the applicable L/C Issuer from issuing the such Letter of Credit, or any law Law applicable to the applicable L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the applicable L/C Issuer shall prohibit, or request that the applicable L/C Issuer refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon the applicable L/C Issuer with respect to the such Letter of Credit any restriction, reserve or capital requirement (for which the applicable L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the applicable L/C Issuer any unreimbursed loss, cost or expense which that was not applicable on the Closing Date and which that the applicable L/C Issuer in good xxxxx fxxxx xxxxx material to it;
(2B) the issuance of the such Letter of Credit would violate one or more policies of the applicable L/C Issuer applicable to letters of credit generally;
(3C) except as otherwise agreed by the Administrative Agent and the applicable L/C Issuer, the such Letter of Credit is in an initial stated amount less than $100,00050,000;
(4D) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;
(5) other than in the case of a Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, 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
(6E) a default of any Lender’s obligations to fund under Section 2.01 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, reasonably satisfactory to the applicable L/C Issuer (in its sole discretion) either with the Borrower or such Lender to eliminate the applicable L/C Issuer’s actual or potential Fronting Exposure risk with respect to the Defaulting Lender arising from either such Lender’s Applicable Percentage of the Letter of Credit then proposed requested to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretionissued.
(iv) The Each L/C Issuer shall not amend any Letter of Credit if the 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) The L/C Issuer Issuers shall be under no obligation to amend any Letter of Credit if (A) the applicable 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) The 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 Issuer Issuers shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 Article IX with respect to any acts taken or omissions suffered by the applicable L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 Article IX included the applicable L/C Issuer with respect to such acts or omissions, omissions and (B) as additionally provided herein with respect to the applicable L/C Issuer.
Appears in 2 contracts
Samples: Credit Agreement (Amplify Energy Corp.), Credit Agreement (Amplify Energy Corp.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer, in reliance upon the agreements of the Lenders set forth in this Section 2.10 Lender agrees (1) may, from time to time, in its sole discretion, issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its Subsidiaries, and amend Letters of Credit previously issued by it, in accordance with subsection (b) below time on any Business Day during the period from the Closing Date until the Letter L/C Expiration Date, to issue Letters of Credit Expiration Datefor the account of Borrower or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it in accordance with subsection (b) below, and (2) agrees to honor drawings under the Letters of Credit issued hereunder; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and its Subsidiaries and any drawings thereunderCredit; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xy) the aggregate amount of the Available Commitments of any Lender Total Outstandings shall not be less than zero Dollars ($0)exceed the Commitment, and (yz) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit L/C 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 (subject to the discretion of the L/C Issuer)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 in accordance with the terms hereofreimbursed.
(ii) The L/C Issuer Lender shall not issue any Letter of Credit, if:
(1A) subject to Section 2.03(b)(iv), the expiry date of the such requested Letter of Credit would occur more than twelve months after the date of issuance or the last extension of such Letter of Credit, unless the Required Lenders have approved such expiry dateextension; or
(2B) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit L/C Expiration Date, unless all the Lenders have approved such expiry date.
(iii) The L/C Issuer Lender shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer shall not be under any no obligation to issue any Letter of Credit if:
(1A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer Lender from issuing the such Letter of Credit, or any law Law applicable to the L/C Issuer Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer Lender shall prohibit, or request that the L/C Issuer Lender refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon the L/C Issuer Lender with respect to the such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer Lender in good xxxxx xxxxx material to it;
(2B) the issuance of the such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generallyLender;
(3C) 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 $100,000;
(4) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;
(5) other than in the case of a Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, 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
(6D) any Lender is at that time a Defaulting Lenderunless specifically provided for in this Agreement, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the L/C Issuer with the Borrower or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter contains any provisions for automatic reinstatement of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretionstated amount after any drawing thereunder.
(iv) The L/C Issuer Lender shall not amend any Letter of Credit if the L/C Issuer Lender would not be permitted at such time to issue the such Letter of Credit in its amended form under the terms hereof.
(v) The L/C Issuer Lender shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer Lender 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) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 2 contracts
Samples: Credit Agreement (Heritage-Crystal Clean, Inc.), Credit Agreement (Heritage-Crystal Clean, Inc.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C IssuerIssuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.10 2.03, (1) may, from time to timetime on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, in its sole discretion, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Datebelow, and (2) agrees to honor drawings under the Letters of Credit issued hereunderCredit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and 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, (x) the aggregate amount of Total Outstandings shall not exceed the Available Commitments Aggregate Commitments, (y) the Revolving Credit Exposure of any Lender shall not be less than zero Dollars ($0)exceed such Lender’s Commitment, and (yz) the Outstanding Amount of the 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 (subject to the discretion of the L/C Issuer)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 in accordance with the terms hereofreimbursed.
(ii) The L/C Issuer shall not issue any Letter of Credit, if:
(1A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or the last extension of such Letter of Creditextension, unless the Required Lenders have approved such expiry date; or
(2B) the expiry date of the requested Letter of Credit would occur after the Letter first anniversary of Credit Expiration the Maturity Date, unless all the Lenders have approved such expiry date.
(iii) The L/C Issuer shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer shall not be under any obligation to issue any Letter of Credit if:
(1A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the Letter of Credit, or any law Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the L/C Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good xxxxx xxxxx material to it;
(2B) the issuance of the Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;
(3C) 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 $100,000;
(4D) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;
(5E) other than in the case of a Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, 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;
(6F) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.16(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 the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or
(G) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.
(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.
(v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) 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, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(vi) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 2 contracts
Samples: Credit Agreement (NorthStar Realty Europe Corp.), Credit Agreement (NorthStar Realty Europe Corp.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, the Lender agrees (A) the L/C Issuer, in reliance upon the agreements of the Lenders set forth in this Section 2.10 (1) may, from time to time, in its sole discretion, issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its Subsidiaries, and amend Letters of Credit previously issued by it, in accordance with subsection (b) below time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, and (2) agrees to honor drawings under issue Letters of Credit issued hereunder; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Company or any of its domestic Subsidiaries or, in the Lender’s sole and absolute discretion any of its Subsidiaries Foreign Subsidiaries, and any to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (B) to honor drawings thereunderunder the Letters of Credit; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the aggregate amount of the Available Commitments of any Lender Total Revolving Outstandings shall not be less than zero Dollars ($0), exceed the Revolving Facility and (y) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the U.S. Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the U.S. 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 U.S. Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the U.S. Borrower may (subject to the discretion of the L/C Issuer)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 in accordance with the terms hereofreimbursed.
(ii) The L/C Issuer Lender shall not be under any obligation to issue any Letter of Credit, Credit if:
(1A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve (12) months after the date of issuance or the last extension of such Letter of Creditextension, unless the Required Lenders have Lender has approved such expiry date; or
(2B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have Lender has approved such expiry date.
(iii) The L/C Issuer shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer shall not be under any obligation to issue any Letter of Credit if:
(1C) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer Lender from issuing the Letter of Credit, or any law Law applicable to the L/C Issuer Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer Lender shall prohibit, or request that the L/C Issuer Lender refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the L/C Issuer Lender with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer Lender in good xxxxx xxxxx material to it;
(2D) the issuance of the Letter of Credit would violate one or more policies of the L/C Issuer Lender applicable to letters of credit generally;
(3E) except as otherwise agreed by the Administrative Agent and the L/C IssuerLender, the Letter of Credit is in an initial stated amount less than $100,00050,000;
(4F) except as otherwise agreed by the Administrative Agent and the L/C IssuerLender, the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;
(5G) other than in the case of a Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, contains any provisions for automatic reinstatement of the L/C Issuer stated amount after any drawing thereunder; or
(H) the Lender does not as of the issuance date of the requested Letter of Credit issue Letters of Credit in the requested currency; or
(6) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the L/C Issuer with the Borrower or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure 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 the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion.
(iviii) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.
(v) The L/C Issuer Lender shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer Lender 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 Letter of Credit.
(vi) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 2 contracts
Samples: Credit Agreement (AstroNova, Inc.), Credit Agreement (AstroNova, Inc.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer, in reliance upon the agreements of the Lenders set forth in this Section 2.10 Lender agrees (1) may, from time to time, in its sole discretion, issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its Subsidiaries, and amend Letters of Credit previously issued by it, in accordance with subsection (b) below time on any Business Day during the period from the Closing Date until the Letter L/C Expiration Date, to issue Letters of Credit Expiration Datefor the account of Borrower or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it in accordance with subsection (b) below, and (2) agrees to honor drawings under the Letters of Credit issued hereunder; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and its Subsidiaries and any drawings thereunderCredit; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xy) the aggregate amount of the Available Commitments of any Lender Total Outstandings shall not be less than zero Dollars ($0)exceed the Commitment, and (yz) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit L/C 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 (subject to the discretion of the L/C Issuer)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 in accordance with the terms hereofreimbursed.
(ii) The L/C Issuer Lender shall not issue any Letter of Credit, if:
(1A) subject to Section 2.03(b)(iv), the expiry date of the such requested Letter of Credit would occur more than twelve months after the date of issuance or the last extension of such Letter of Credit, unless the Required Lenders have approved such expiry dateextension; or
(2B) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit L/C Expiration Date, unless all the Lenders have approved such expiry date.
(iii) The L/C Issuer Lender shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer shall not be under any no obligation to issue any Letter of Credit if:
(1A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer Lender from issuing the such Letter of Credit, or any law Law applicable to the L/C Issuer Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer Lender shall prohibit, or request that the L/C Issuer Lender refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon the L/C Issuer Lender with respect to the such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer Lender in good xxxxx fxxxx xxxxx material to it;
(2B) the issuance of the such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generallyLender;
(3C) 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 $100,000;
(4) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;
(5) other than in the case of a Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, 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
(6D) any Lender is at that time a Defaulting Lenderunless specifically provided for in this Agreement, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the L/C Issuer with the Borrower or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter contains any provisions for automatic reinstatement of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretionstated amount after any drawing thereunder.
(iv) The L/C Issuer Lender shall not amend any Letter of Credit if the L/C Issuer Lender would not be permitted at such time to issue the such Letter of Credit in its amended form under the terms hereof.
(v) The L/C Issuer Lender shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer Lender 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) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 2 contracts
Samples: Credit Agreement (Heritage-Crystal Clean, Inc.), Credit Agreement (Heritage-Crystal Clean, Inc.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C IssuerIssuing Bank agrees, in reliance upon the agreements of the Lenders with a U.S. Revolving Commitment set forth in this Section 2.10 2.4, (1) may, from time to timetime on any Business Day during the period from the Original Closing Date until the Letter of Credit Expiration Date, in its sole discretion, to issue Letters of Credit denominated in Dollars or in one or more Alternative Foreign Currencies for the account of the Parent Borrower and or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below on any Business Day during the period from the Closing Date until the Letter of Credit Expiration DateSection 2.4(b), and (2) agrees to honor drawings under the Letters of Credit issued hereunderCredit; and (B) the Lenders with a U.S. Revolving Commitment severally agree to participate in Letters of Credit issued for the account of the Parent Borrower and or its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension such issuance with respect to any Letter of Credit, (x) the aggregate amount Total Utilization of the Available U.S. Revolving Commitments of any Lender shall not be less than zero Dollars ($0), exceed the U.S. Revolving Commitments then in effect and (y) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. 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 (subject to the discretion of the L/C Issuer)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 in accordance with the terms hereofreimbursed.
(ii) The L/C Issuer Issuing Bank shall not issue any Letter of Credit, Credit if:
(1A) subject to Section 2.4(b)(iii), the expiry date of the such requested Letter of Credit would occur more than twelve months after the date of issuance or the last extension of such Letter of Credit, unless the Required Lenders have approved such expiry dateextension; or
(2B) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders with any U.S. Revolving Exposure have approved such expiry datedate or the Outstanding Amount of the L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized.
(iii) The L/C Issuer shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer Issuing Bank shall not be under any obligation to issue any Letter of Credit if:
(1A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer Issuing Bank from issuing the such Letter of Credit, or any law Law applicable to the 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 the L/C Issuer Issuing Bank shall prohibit, or request direct that the 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 the L/C Issuer Issuing Bank with respect to the such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer Issuing Bank is not otherwise compensated hereunder) not in effect on the Original Closing Date, or shall impose upon the L/C Issuer Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Original Closing Date and which the L/C Issuer Issuing Bank in good xxxxx xxxxx material to it;
(2B) the issuance of the such Letter of Credit would violate one or more policies of the L/C Issuer Issuing Bank applicable to letters of credit generally;
(3C) except as otherwise agreed by the Administrative Agent and the L/C IssuerIssuing Bank, the such Letter of Credit is in an initial stated amount less than $100,000250,000;
(4D) except as otherwise agreed by the Administrative Agent and the L/C IssuerIssuing Bank, the such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative a Foreign Currency;
(5) other than in the case of a Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, 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
(6E) (1) any U.S. Revolving Lender is at that such time a Defaulting Lender hereunder or has experienced a Lender-Related Distress Event or (2) Issuing Bank shall have reasonably determined that (x) there has occurred a material adverse change in the financial condition of any such U.S. Revolving Lender, or a material impairment in the ability of any such U.S. Revolving Lender to perform its obligations hereunder, as compared to such condition or ability as of the date that any such U.S. Revolving Lender became a U.S. Revolving Lender or (y) there is a material impairment in the ability of any such U.S. Revolving Lender to perform, or a material risk that any such U.S. Revolving Lender will not perform (in each case within this clause (y), other than a U.S. Revolving Lender on the Original Closing Date or the Second Restatement Effective Date or which became a U.S. Revolving Lender in an assignment consented to pursuant to Section 10.6(c)) its obligations hereunder, unless the L/C Issuer Issuing Bank has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the L/C Issuer arrangements with the Parent Borrower or such Lender to eliminate the L/C IssuerIssuing Bank’s actual or potential Fronting Exposure risk with respect to the Defaulting Lender arising from either the Letter participation in Letters of Credit then proposed by such Defaulting Lender, including by cash collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to be issued or that Letter Issuing Bank to support, such Defaulting Lender’s Pro Rata Share of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretionany Unreimbursed Amount.
(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.
(v) The L/C Issuer Issuing Bank shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer Issuing Bank 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.
(viv) The L/C Issuer Issuing Bank shall act on behalf of the Lenders with U.S. Revolving Commitments with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer Issuing Bank shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 with respect to any acts taken or omissions suffered by the L/C Issuer Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 included the L/C Issuer Issuing Bank with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C IssuerIssuing Bank.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (IMS Health Holdings, Inc.), Credit and Guaranty Agreement (IMS Health Holdings, Inc.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer, in reliance upon the agreements of the Lenders set forth in this Section 2.10 Issuer agrees (1) may, from time to time, in its sole discretion, issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its Subsidiaries, and amend Letters of Credit previously issued by it, in accordance with subsection (b) below time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, and (2) agrees to honor drawings under issue Letters of Credit issued hereunder; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and its Subsidiaries the other Loan Parties or their respective Subsidiaries, and any to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b) below, and (2) to honor drawings thereunderunder the Letters of Credit; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the aggregate amount of the Available Commitments of any Lender Total Outstandings shall not be less than zero Dollars ($0), exceed the Loan Cap and (y) the Outstanding Amount of the 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 (subject to the discretion of the L/C Issuer)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 in accordance with the terms hereofreimbursed.
(ii) The L/C Issuer shall not issue any Letter of Credit, if:
(1A) subject to Section 2.03(b)(iii), the expiry date of the such requested Standby Letter of Credit would occur more than twelve (12) months after the date of issuance or the last extension of such Letter of Credit, unless the Required Lenders have approved such expiry dateextension; or
(2B) the expiry date of such requested Commercial Letter of Credit would occur more than one hundred twenty (120) days after the date of issuance; or
(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.
(iii) The L/C Issuer shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer shall not be under any obligation to issue any Letter of Credit if:is Cash Collateralized on or prior to the date of issuance of such Letter of Credit (or such later date as the Lender may agree); or
(1D) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the such Letter of Credit, or any law Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that 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 the L/C Issuer with respect to the such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good xxxxx xxxxx material to it;; or
(2E) the issuance of the such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;; or
(3F) 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 $100,000;
(4) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;
(5) other than in the case of a Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, 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
(6G) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the L/C Issuer with the Borrower or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter contains any provisions for automatic reinstatement of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretionStated Amount after any drawing thereunder.
(iviii) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the such Letter of Credit in its amended form under the terms hereof.
(v) The L/C Issuer shall be under no obligation to amend any Letter of Credit hereof or if (A) 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, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(vi) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 2 contracts
Samples: Credit Agreement (Citi Trends Inc), Credit Agreement (Citi Trends Inc)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C IssuerIssuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.10 2.03, (1) may, from time to time, in its sole discretion, issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its Subsidiaries, and amend Letters of Credit previously issued by it, in accordance with subsection (b) below time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) agrees to honor drawings under the Letters of Credit issued hereunderCredit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and 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, (x) the aggregate amount of Total Revolving Outstandings shall not exceed the Available Commitments Aggregate Revolving Commitments, (y) the Revolving Credit Exposure of any Lender shall not be less than zero Dollars ($0), exceed such Lender’s Revolving Commitment and (yz) the Outstanding Amount of the 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 (subject to the discretion of the L/C Issuer)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 in accordance with the terms hereofreimbursed.
(ii) The L/C Issuer shall not issue any Letter of Credit, Credit if:
(1A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or the last extension of such Letter of Creditextension, unless the Required Lenders (other than Defaulting Lenders) holding a majority of the Revolving Credit Exposure have approved such expiry date; or
(2B) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders that have Revolving Commitments have approved such expiry date.
(iii) The L/C Issuer shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer shall not be under any obligation to issue any Letter of Credit if:
(1A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the such Letter of Credit, or any law Law applicable to the L/C Issuer or any request or directive (whether or not having the force of lawLaw) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that 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 the L/C Issuer with respect to the such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good xxxxx xxxxx material to it;
(2B) the issuance of the such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;
(3C) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the 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;
(4D) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative CurrencyDollars;
(5) other than in the case of a Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, 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
(6E) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably 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 2.15(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 the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion.; or
(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.
(v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) 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, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(vi) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 2 contracts
Samples: Credit Agreement (Green Plains Partners LP), Credit Agreement (Green Plains Partners LP)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C IssuerIssuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.10 2.03 , (1) may, from time to time, in its sole discretion, issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its Subsidiaries, and amend Letters of Credit previously issued by it, in accordance with subsection (b) below time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) agrees to honor drawings under the Letters of Credit issued hereunderCredit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and 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, (x) the aggregate amount of Total Revolving Outstandings shall not exceed the Available Commitments Aggregate Revolving Commitments, (y) the Revolving Credit Exposure of any Lender shall not be less than zero Dollars ($0), exceed such Lender’s Revolving Commitment and (yz) the Outstanding Amount of the 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 (subject to the discretion of the L/C Issuer)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 in accordance with the terms hereofreimbursed.
(ii) The L/C Issuer shall not issue any Letter of Credit, Credit if:
(1A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or the last extension of such Letter of Creditextension, unless the Required Lenders (other than Defaulting Lenders) holding a majority of the Revolving Credit Exposure have approved such expiry date; or
(2B) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders that have Revolving Commitments have approved such expiry date.
(iii) The L/C Issuer shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer shall not be under any obligation to issue any Letter of Credit if:
(1A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the such Letter of Credit, or any law Law applicable to the L/C Issuer or any request or directive (whether or not having the force of lawLaw) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that 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 the L/C Issuer with respect to the such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good xxxxx xxxxx material to it;
(2B) the issuance of the such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;
(3C) 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 $100,000;
(4) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative CurrencyDollars;
(5) other than in the case of a Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, 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
(6D) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably 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 2.15(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 the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or
(E) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.
(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.
(v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) 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, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(vi) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 2 contracts
Samples: Credit Agreement (Natural Grocers by Vitamin Cottage, Inc.), Credit Agreement (Natural Grocers by Vitamin Cottage, Inc.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C IssuerLender agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.10 (1) may, from time to time, in its sole discretion, issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its Subsidiaries, and amend Letters of Credit previously issued by it, in accordance with subsection (b) below 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 one or more Alternative Currencies for the account of Company or its Subsidiaries, and to amend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) agrees to honor drawings under the Letters of Credit issued hereunder; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and its Subsidiaries and any drawings thereunderCredit; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the aggregate amount of the Available Commitments of any Lender Total Outstandings shall not be less than zero Dollars ($0)exceed the Commitment, and (y) the Outstanding Amount of the L/C Obligations shall not exceed the 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 provisos 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 may (subject to the discretion of the L/C Issuer)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 in accordance with the terms hereofreimbursed.
(ii) The L/C Issuer Lender shall not issue any Letter of Credit, if:
(1A) the expiry date of the such requested Letter of Credit would occur more than twelve months after the date of issuance or the last extension of such Letter of Creditissuance, unless the Required Lenders have Lender has approved such expiry date; or
(2B) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have Lender has approved such expiry date.
(iii) The L/C Issuer shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer Lender shall not be under any obligation to issue any Letter of Credit if:
(1A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer Lender from issuing the such Letter of Credit, or any law Law applicable to the L/C Issuer Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer Lender shall prohibit, or request that the L/C Issuer Lender refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon the L/C Issuer Lender with respect to the such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer Lender in good xxxxx xxxxx material to it;
(2B) the issuance of the such Letter of Credit would violate one or more policies of the L/C Issuer Lender applicable to letters of credit generally;
(3C) except as otherwise agreed by the Administrative Agent and the L/C IssuerLender, the 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;
(4D) except as otherwise agreed by the Administrative Agent and the L/C IssuerLender, the such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;; or
(5E) other than in the case of a Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, the L/C Issuer Lender does not as of the issuance date of the such requested Letter of Credit issue Letters of Credit in the requested currency; or
(6) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the L/C Issuer with the Borrower or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure 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 the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion.
(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.
(v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) 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, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(vi) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 2 contracts
Samples: Credit Agreement (Diodes Inc /Del/), Credit Agreement (Diodes Inc /Del/)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C IssuerIssuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.10 2.03 , (1) may, from time to time, in its sole discretion, issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its Subsidiaries, and amend Letters of Credit previously issued by it, in accordance with subsection (b) below time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) agrees to honor drawings under the Letters of Credit issued hereunderCredit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and 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, (x) the aggregate amount of Total Revolving Outstandings shall not exceed the Available Commitments Aggregate Revolving Commitments, (y) the Revolving Credit Exposure of any Lender shall not be less than zero Dollars ($0), exceed such Lender’s Revolving Commitment and (yz) the Outstanding Amount of the 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 (subject to the discretion of the L/C Issuer)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 in accordance with the terms hereofreimbursed.
(ii) The L/C Issuer shall not issue any Letter of Credit, Credit if:
(1A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or the last extension of such Letter of Creditextension, unless the Required Lenders (other than Defaulting Lenders) holding a majority of the Revolving Credit Exposure have approved such expiry date; or
(2B) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders that have Revolving Commitments have approved such expiry date.
(iii) The L/C Issuer shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer shall not be under any obligation to issue any Letter of Credit if:
(1A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the such Letter of Credit, or any law Law applicable to the L/C Issuer or any request or directive (whether or not having the force of lawLaw) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that 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 the L/C Issuer with respect to the such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good xxxxx xxxxx material to it;
(2B) the issuance of the such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;
(3C) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the 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;
(4D) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative CurrencyDollars;
(5) other than in the case of a Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, 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
(6E) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably 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 2.15(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 the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion.; or
(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.
(v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) 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, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(vi) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 2 contracts
Samples: Credit Agreement (Green Plains Inc.), Credit Agreement
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C IssuerIssuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.10 2.03, (1) may, from time to time, in its sole discretion, issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its Subsidiaries, and amend Letters of Credit previously issued by it, in accordance with subsection (b) below 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 Borrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) agrees to honor drawings under the Letters of Credit issued hereunderCredit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Outstandings shall not exceed the Aggregate Commitments, (y) the aggregate amount Outstanding Amount of the Available Commitments Loans of any Lender Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, shall not be less than zero Dollars ($0)exceed such Lender’s Commitment, and (yz) the Outstanding Amount of the 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 (subject to the discretion of the L/C Issuer)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 in accordance with the terms hereofreimbursed.
(ii) The L/C Issuer shall not issue any Letter of Credit, if:
(1A) the expiry date of the such requested Letter of Credit would occur more than twelve months after the date of issuance or the last extension of such Letter of Creditextension, unless the Required Lenders have approved such expiry date; or
(2B) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date.
(iii) The L/C Issuer shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer shall not be under any obligation to issue any Letter of Credit if:
(1A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the such Letter of Credit, or any law Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that 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 the L/C Issuer with respect to the such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good xxxxx xxxxx material to it;
(2B) the issuance of the such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;
(3C) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the such Letter of Credit is in an initial stated amount less than $100,000500,000;
(4D) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative CurrencyDollars;
(5E) other than in the case of a such Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, the L/C Issuer does not as contains any provisions for automatic reinstatement of the issuance date of the requested Letter of Credit issue Letters of Credit in the requested currencystated amount after any drawing thereunder; or
(6F) 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 L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the L/C Issuer arrangements with the Borrower or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure 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 the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretionsuch Lender.
(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the such Letter of Credit in its amended form under the terms hereof.
(v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) 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, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(vi) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 1 contract
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C IssuerIssuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.10 2.03, (1) may, from time to timetime on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, in its sole discretion, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below on any Business Day during the period from the Closing Date until the Letter of Credit Expiration DateSection 2.03(b), and (2) agrees to honor drawings under the Letters of Credit issued hereunderCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and 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, (x) the aggregate amount Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, (y) the Revolving Credit Exposure of the Available Commitments of any each Revolving Credit Lender shall not be less than zero Dollars ($0)exceed such Xxxxxx’s Revolving Credit Commitment, and (yz) the Outstanding Amount of the 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 (subject to the discretion of the L/C Issuer), during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed in accordance with the terms hereof.74 US-DOCS\136335661.3
(ii) The L/C Issuer shall not issue any Letter of CreditCredit if: (A) subject to Section 2.03(b)(iii), if:
(1) the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or the last extension of such Letter of Creditextension, unless the Required Revolving Lenders have approved such expiry date; or
or (2B) 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 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 L/C Issuer.
(iii) The L/C Issuer shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer shall not be under any obligation to issue any Letter of Credit if:
: (1A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the Letter of Credit, or any law Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the L/C Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good xxxxx xxxxx material to it;
; (2B) the issuance of the Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;
; (3C) 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 $100,000;
; (4D) except as otherwise agreed by the Administrative Agent and the such L/C Issuer, the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;
; (5E) other than in the case of a Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, the 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; or
(6F) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (G) any Revolving Credit Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the L/C Issuer with the Borrower or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure 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 the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion.
(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.
(v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) 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, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(vi) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.75 US-DOCS\136335661.3
Appears in 1 contract
Samples: Credit Agreement (Tutor Perini Corp)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C IssuerIssuing Bank agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.10 2.05, (1) may, from time to timetime on any Business Day during the period from the Amendment Effective Date to the Letter of Credit Expiration Date, in its sole discretion, to issue Letters of Credit denominated in U.S. Dollars or in one or more Alternative other Available Currencies for the account of the Borrower Company (or jointly for the account of the Company and its Subsidiariesany Subsidiary), and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below on any Business Day during the period from the Closing Date until the Letter of Credit Expiration DateSection 2.05(b), and (2) agrees to honor drawings under the Letters of Credit issued hereunderCredit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and Company 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, (x) the aggregate Total Outstandings shall not exceed the Aggregate Commitments, (y) no Lender’s Credit Exposure shall exceed the amount of the Available Commitments of any Lender shall not be less than zero Dollars ($0)such Lender’s Commitment, and (yz) the Outstanding Amount of the L/C Obligations shall not exceed the 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 may (subject to the discretion of the L/C Issuer)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 in accordance with the terms hereofreimbursed.
(ii) The L/C Issuer Issuing Bank shall not issue any Letter of Credit, if:
(1A) subject to Section 2.05(b)(iii), the expiry date of the such requested Letter of Credit would occur more than twelve months after the date of issuance or the last extension of such Letter of Creditextension, unless the Required Lenders have approved such expiry date; or
(2B) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date.
(iii) The L/C Issuer shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer Issuing Bank shall not be under any obligation to issue any Letter of Credit if:
(1A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer Issuing Bank from issuing the such Letter of Credit, or any law Law applicable to the 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 the L/C Issuer Issuing Bank shall prohibit, or request that the 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 the L/C Issuer Issuing Bank with respect to the such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Amendment Effective Date, or shall impose upon the L/C Issuer Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Amendment Effective Date and which the L/C Issuer Issuing Bank in good xxxxx fxxxx xxxxx material to it;
(2B) the issuance of the such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generallyIssuing Bank;
(3C) except as otherwise agreed by the Administrative Agent and the L/C IssuerIssuing Bank, the such Letter of Credit is in an initial stated face amount less than $100,000;
(4D) except as otherwise agreed by the Administrative Agent and the L/C IssuerIssuing Bank, the such Letter of Credit is to be denominated in a currency other than US Dollars or an Alternative another Available Currency;
(5E) other than in the case of a Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, the L/C Issuer Issuing Bank does not as of the issuance date of the such requested Letter of Credit issue Letters of Credit in the requested currency; or
(6F) a default of any Lender’s obligations to fund under Section 2.05(c) exists or any Lender is at that such time a Defaulting LenderLender hereunder, unless the L/C Issuer Issuing Bank has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the L/C Issuer arrangements with the Borrower Company or such Lender to eliminate the L/C IssuerIssuing Bank’s actual or potential Fronting Exposure 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 the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretionsuch Lender.
(iv) The L/C Issuer Issuing Bank shall not amend any Letter of Credit if the 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) The L/C Issuer Issuing Bank shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer Issuing Bank 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) The L/C Issuer 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 Issuer Issuing Bank shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 Article VIII with respect to any acts taken or omissions suffered by the L/C Issuer Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer L/C-Related Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 Article VIII included the L/C Issuer Issuing Bank with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C IssuerIssuing Bank.
Appears in 1 contract
Samples: Credit Agreement (Pentair Inc)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C IssuerIssuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.10 2.2, (1) may, from time to time, in its sole discretion, issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its Subsidiaries, and amend Letters of Credit previously issued by it, in accordance with subsection (b) below 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 any Borrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) agrees to honor drawings under the Letters of Credit issued hereunderCredit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the any Borrower and its Subsidiaries and any drawings thereunder; provided that immediately after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Revolving Credit Exposure of all Lenders shall not exceed the lesser of the aggregate amount of the Available Commitments of the Lenders and the Borrowing Base, in each case in effect at such time, (y) the Revolving Credit Exposure of any Lender shall not be less than zero Dollars ($0)exceed such Lender’s Commitment, and (yz) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower Representative 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 each Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may (subject to the discretion of the L/C Issuer)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 in accordance with the terms hereofreimbursed.
(ii) The L/C Issuer shall not issue any Letter of Credit, if:
(1A) subject to Section 2.2(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve (12) months after the date of issuance or the last extension of such Letter of Creditextension, unless the Required Lenders have approved such expiry date; or
(2B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date.
(iii) The L/C Issuer shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer shall not be under any obligation to issue any Letter of Credit if:
(1A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the Letter of Credit, or any law Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the L/C Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good xxxxx xxxxx material to it;
(2B) the issuance of the Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;
(3C) 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 $100,00050,000;
(4D) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative CurrencyDollars;
(5) other than in the case of a Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, 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
(6E) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the L/C Issuer (in its sole discretion) with the Borrower Borrowers or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 11.22(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 the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or
(F) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.
(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.
(v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) 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, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(vi) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 Article 10 with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 Article 10 included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 1 contract
Samples: Credit Agreement (FlexEnergy Green Solutions, Inc.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C IssuerIssuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.10 2.03, (1) may, from time to timetime on any Business Day during the period from the Closing Date until the L/C Expiration Date, in its sole discretion, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its SubsidiariesBorrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Datebelow, and (2) agrees to honor drawings under the Letters of Credit issued hereunderCredit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Outstandings shall not exceed the Maximum Available Amount, (y) the aggregate amount Outstanding Amount of the Available Commitments Loans of any Lender Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations shall not be less than zero Dollars exceed such Lender’s Commitment, or ($0), and (yz) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit L/C 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 (subject to the discretion of the L/C Issuer)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 in accordance with the terms hereofreimbursed.
(ii) The L/C Issuer shall not issue any Letter of Credit, Credit if:
(1A) subject to Section 2.03(b)(iv), the expiry date of the such requested Letter of Credit would occur more than twelve months after the date of issuance or the last extension of such Letter of Creditextension, unless the Required Lenders have approved such expiry date; or
(2B) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit L/C Expiration Date, unless all the Lenders have approved such expiry date.
(iii) The L/C Issuer shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer shall not be under any no obligation to issue any Letter of Credit if:
(1A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the such Letter of Credit, or any law Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that 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 the L/C Issuer with respect to the such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good xxxxx xxxxx material to it;
(2B) the issuance of the such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generallyIssuer;
(3C) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the such Letter of Credit is in an initial stated amount less than $100,000;
(4D) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative CurrencyDollars;
(5E) other than in the case a default of a Letter of Credit denominated in Dollars, Canadian Dollars, Euros any Lender’s obligations to fund under Section 2.03(c) exists or Sterling, 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
(6) any Lender is at that such time a Defaulting LenderLender hereunder, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the L/C Issuer arrangements with the Borrower or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure risk with respect to the Defaulting Lender arising from either the such Lender; or
(F) unless specifically provided for in this Agreement, such Letter of Credit then proposed to be issued or that Letter contains any provisions for automatic reinstatement of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretionstated amount after any drawing thereunder.
(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the such Letter of Credit in its amended form under the terms hereof.
(v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) 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, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(vi) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” or “Agent” as used in Section 9 Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 1 contract
The Letter of Credit Commitment. (i) On the Closing Date, each Existing L/C will be deemed to be a Letter of Credit issued under this Agreement.
(ii) Subject to the terms and conditions set forth herein, (A) the each L/C IssuerIssuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.10 2.03, (1) may, from time to time, in its sole discretion, issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its Subsidiaries, and amend Letters of Credit previously issued by it, in accordance with subsection (b) below time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit upon the request of the Borrower for the account of the Borrower or any Restricted Subsidiary (or, an Unrestricted Subsidiary or an MLP in respect of general administrative obligations and other corporate activities in the ordinary course of business, including benefits or insurance obligations), and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) agrees to honor drawings under the Letters of Credit issued hereunderCredit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and its Subsidiaries such Person and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any taking such Letter of CreditCredit into account, (x) the aggregate amount Revolving Credit Exposure of the Available Commitments of any each Lender shall not be less than zero Dollars ($0), and (y) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of such Lender’s Revolving Credit SublimitCommitment. 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 (subject to the discretion of the L/C Issuer)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 in accordance with the terms hereofreimbursed.
(iiiii) The No L/C Issuer shall not issue any Letter of Credit, if:
(1A) subject to Section 2.03(b)(iii), the expiry date of the such requested Letter of Credit would occur more than twelve months after the date of issuance or the last extension of such Letter of Creditextension, unless the Required Lenders have approved such expiry date; or
(2B) 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 have approved such expiry date.
(iiiiv) The No L/C Issuer shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer shall not be under any obligation to issue any Letter of Credit if:
(1A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the such L/C Issuer from issuing the such Letter of Credit, or any law Law applicable to the such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the such L/C Issuer shall prohibit, or request that the 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 the such L/C Issuer with respect to the such Letter of Credit any restriction, reserve or capital requirement (for which the such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the such L/C Issuer in good xxxxx xxxxx material to it;
(2B) the issuance of the such Letter of Credit would violate any Laws or one or more policies of the such L/C Issuer applicable to letters of credit generally;
(3C) except as otherwise agreed by the Administrative Agent and the applicable L/C Issuer, the such Letter of Credit is in an initial stated amount less than $100,000;.
(4D) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative CurrencyDollars;
(5E) other than in the case of a such Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, the L/C Issuer does not as contains any provisions for automatic reinstatement of the issuance date of the requested Letter of Credit issue Letters of Credit in the requested currency; orstated amount after any drawing thereunder;
(6F) a default of any Lender’s obligations to fund under Section 2.03(c) exists or any Revolving Credit Lender is at that such time a Defaulting an Impacted Lender, unless the each applicable L/C Issuer has entered into arrangements, including the delivery of received (as set forth in clause (a)(viii) below) Cash Collateral, reasonably Collateral or similar security satisfactory to such L/C Issuer (in its sole discretion) from either the Borrower or such Impacted Lender or such Impacted Lender’s Pro Rata Share of the L/C Issuer with Obligations has been reallocated pursuant to clause (a)(viii) below in respect of such Impacted Lender’s obligation to fund under Section 2.03(c);
(G) (1) in the Borrower or such Lender to eliminate case of Deutsche Bank, the aggregate amount of the L/C Issuer’s actual or potential Fronting Exposure Obligations outstanding at such time with respect to the Defaulting Lender arising from either the Letter Letters of Credit then proposed to be issued by Deutsche Bank would exceed $60,000,000 (or that Letter such greater amount with the consent of Deutsche Bank in its sole discretion), or (2) in the case of Credit and all other Suisse AG, subject to Section 6.18, the aggregate amount of the L/C Obligations as to which (including, for the avoidance of doubt, L/C Issuer has actual Obligations under any Existing L/Cs) outstanding at such time with respect to Letters of Credit issued by Credit Suisse AG would exceed, $40,000,000 (or potential Fronting Exposure, as it may elect such greater amount with the consent of Credit Suisse AG in its sole discretion).
(ivv) The No L/C Issuer shall not amend any Letter of Credit if the 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) The No L/C Issuer shall be under no any obligation to amend any Letter of Credit if (A) the 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.
(vivii) The 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 Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 Article IX with respect to any acts taken or omissions suffered by the 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 Agent” as used in Section 9 Article IX included the such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the such L/C Issuer.
(viii) In the case where any Revolving Credit Lender is at any time an Impacted Lender, the Borrower and such Impacted Lender each agree, within one Business Day following notice by the Administrative Agent, to cause to be deposited with the Administrative Agent for the benefit of each applicable L/C Issuer, Cash Collateral in the full amount of such Impacted Lender’s Pro Rata Share of the outstanding L/C Obligations; provided that, at the Borrower’s option, the Borrower may, by notice to the Administrative Agent, elect to reallocate all or any part of the Impacted Lender’s Pro Rata Share of the L/C Obligations among all Revolving Credit Lenders that are not Impacted Lenders but only to the extent (x) the total Revolving Credit Exposure of all Revolving Credit Lenders that are not Impacted Lenders plus such Impacted Lender’s Pro Rata Share of the L/C Obligations and any Swing Line Loans, in each case, except to the extent Cash Collateralized, does not exceed the Aggregate Commitments (excluding the Revolving Credit Commitment of any Impacted Lender except to the extent of any outstanding Revolving Credit Loans of such Impacted Lender) and (y) the conditions set forth in Section 4.02 are satisfied at such time (in which case (i) the Revolving Credit Commitments of all Impacted Lenders shall be deemed to be zero (except to the extent Cash Collateral has been posted in respect of any portion of such Impacted Lender’s L/C Obligations or participations in Swing Line Loans) solely for purposes of any determination of the Revolving Credit Lenders’ respective Pro Rata Shares of L/C Obligations (including for purposes of all fee calculations hereunder). The Borrower and/or such Impacted Lender hereby grant to the Administrative Agent, for the benefit of such L/C Issuer, a security interest in any Cash Collateral and all proceeds of the foregoing with respect to such Impacted Lender’s participations in Letters of Credit deposited hereunder. Such Cash Collateral shall be maintained in blocked deposit accounts at Deutsche Bank and may be invested in cash equivalents reasonably acceptable to the Administrative Agent and the Borrower. If at any time the Administrative Agent determines that any funds held as Cash Collateral under this clause (a)(viii) are subject to any right or claim of any Person other than the Administrative Agent for the benefit of such L/C Issuer or that the total amount of such funds is less than such Impacted Lender’s Pro Rata Share of all L/C Obligations that has not been reallocated as provided above, the Borrower and/or such Impacted Lender will, promptly upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (I) such Impacted Lender’s Pro Rata Share of all L/C Obligations that have not been so reallocated over (II) the total amount of funds, if any, then held as Cash Collateral in respect thereof under this clause (a)(viii) that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse such L/C Issuer. If the Lender that triggers the Cash Collateral requirement under this clause (a)(viii) ceases to be an Impacted Lender (as determined by the Administrative Agent and the Borrower in good faith), or if there are no L/C Obligations outstanding, any funds held as Cash Collateral pursuant to the foregoing provisions shall thereafter be returned to the Borrower or the Impacted Lender, whichever provided the funds for the Cash Collateral, and the Pro Rata Share of the L/C Obligations of each Revolving Credit Lender shall thereafter take into account such Revolving Credit Lender’s Revolving Credit Commitment.
Appears in 1 contract
Samples: Credit Agreement (Targa Resources Investments Inc.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C IssuerIssuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.10 2.03, (1) may, from time to time, in its sole discretion, issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its Subsidiaries, and amend Letters of Credit previously issued by it, in accordance with subsection (b) below time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower or any Subsidiary, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) agrees to honor drawings under the Letters of Credit issued hereunderCredit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and its Subsidiaries or any Subsidiary and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the aggregate amount of Total Revolving Outstandings shall not exceed the Available Commitments Aggregate Revolving Commitments, (y) the Revolving Credit Exposure of any Lender shall not be less than zero Dollars ($0), exceed such Lender’s Revolving Commitment and (yz) the Outstanding Amount of the 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 (subject to the discretion of the L/C Issuer)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 in accordance with the terms hereofreimbursed.
(ii) The L/C Issuer shall not issue any Letter of Credit, Credit if:
(1A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or the last extension of such Letter of Creditextension, unless the Required Lenders (other than Defaulting Lenders) holding a majority of the Revolving Credit Exposure have approved such expiry date; or
(2B) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders that have Revolving Commitments have approved such expiry date.
(iii) The L/C Issuer shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer shall not be under any obligation to issue any Letter of Credit if:
(1A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the such Letter of Credit, or any law Law applicable to the L/C Issuer or any request or directive (whether or not having the force of lawLaw) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that 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 the L/C Issuer with respect to the such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good xxxxx xxxxx material to it;
(2B) the issuance of the such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;
(3C) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the such Letter of Credit is in an initial stated amount less than $100,000;
(4D) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative CurrencyDollars;
(5) other than in the case of a Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, 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
(6E) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably 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 2.15(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 the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or
(F) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.
(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the such Letter of Credit in its amended form under the terms hereof.
(v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) 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, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(vi) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 Article X with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 Article X included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 1 contract
Samples: Credit Agreement (Synnex Corp)
The Letter of Credit Commitment. (i) i. Subject to the terms and conditions set forth herein, (A) the L/C IssuerIssuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.10 Section, (1) may, from time to time, in its sole discretion, issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its Subsidiaries, and amend Letters of Credit previously issued by it, in accordance with subsection (b) below time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of any Borrower, and to amend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) agrees to honor drawings under the Letters of Credit issued hereunderCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the any Borrower and its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (w) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, (x) the aggregate amount of the Available Commitments Revolving Credit Exposure of any Revolving Credit Lender shall not be less than zero Dollars ($0)exceed such Lender’s Revolving Credit Commitment, and (y) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SublimitSublimit and (z) Overall Excess Availability shall be greater than $0. 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 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 may (subject to the discretion of the L/C Issuer)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 in accordance with the terms hereofreimbursed.
(ii) . The L/C Issuer shall not issue any Letter of Credit, Credit if:
(1A) the expiry date of the requested Letter of Credit would occur more than twelve (12) months after the date of issuance or the last extension of such Letter of Creditissuance, unless the Required Lenders have approved such expiry datedate (but provisions for automatic renewal may be included to the extent permitted by the L/C Issuer); or
(2B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit Lenders have approved such expiry date.
(iii) . The L/C Issuer shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer shall not be under any obligation to issue any Letter of Credit if:
(1A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the Letter of Credit, or any law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the L/C Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good xxxxx xxxxx material to it;
(2B) the issuance of the Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;
(3C) 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 $100,000;
(4D) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative CurrencyDollars;
(5) other than in the case of a Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, 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
(6E) any Revolving Credit Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the L/C Issuer (in its reasonable discretion) with the Borrower Borrowers or such Revolving Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.16(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 the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole reasonable discretion; or
(F) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.
(iv) . The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.
(v) v. The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) 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, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(vi) . The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 1 contract
Samples: Credit Agreement (PetIQ, Inc.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuereach Issuing Bank agrees, in reliance upon the agreements of the Revolving Lenders set forth in this Section 2.10 2.05, (1) may, from time to time, in its sole discretion, issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its Subsidiaries, and amend Letters of Credit previously issued by it, in accordance with subsection (b) below 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 one or more Alternative Currencies for the account of any Borrower or any Subsidiary of a Borrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) agrees to honor drawings under the Letters of Credit issued hereunderCredit; and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the any Borrower and its or their respective Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the aggregate amount Dollar Equivalent of the Available Commitments of any Lender L/C Exposure shall not be less than zero Dollars ($0), exceed the L/C Exposure Sublimit and (y) the Outstanding Amount of the L/C Obligations total Revolving Credit Exposures shall not exceed the Letter of Credit Sublimittotal Revolving Commitments. 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 Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may (subject to the discretion of the L/C Issuer)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 in accordance with the terms hereofreimbursed.
(ii) The L/C Issuer No Issuing Bank shall not issue or amend any Letter of Credit, if:
: (1A) subject to Section 2.05(b)(iii), the expiry date of the such requested Letter of Credit would occur more than twelve months after the date of issuance or the last extension of such Letter of Creditextension, unless the Required Revolving Lenders and the applicable Issuing Bank have approved such expiry date; or
provided that Letters of Credit (2at any one time outstanding) in an aggregate amount of up to $15,000,000 (determined in accordance with Section 1.06) may have an expiry date of up to 36 months from the date of issuance thereof; 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 Issuing Bank have approved such expiry date.
(iii) The L/C Issuer No Issuing Bank shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer shall not be under any obligation to issue any Letter of Credit if:
(1A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer such Issuing Bank from issuing the such Letter of Credit, or any law Law applicable to the L/C Issuer such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer such Issuing Bank shall prohibit, or request direct that the L/C Issuer such Issuing Bank refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon the L/C Issuer such Issuing Bank with respect to the such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer such Issuing Bank in good xxxxx xxxxx material to it;
(2B) the issuance of the such Letter of Credit would violate one or more policies of the L/C Issuer such Issuing Bank applicable to letters of credit generally;
(3C) except as otherwise agreed by the Administrative Agent and the L/C IssuerAgent, the Letter of Credit is in an initial stated amount less than $100,000;
(4) except as otherwise agreed by the Administrative Agent applicable Issuing Bank and the L/C IssuerHoldings, the such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;
(5D) other than in except as otherwise agreed by the case of a Administrative Agent and the applicable Issuing Bank, the Letter of Credit denominated is in Dollars, Canadian Dollars, Euros or Sterling, the L/C Issuer does not as an initial stated amount of the issuance date of the requested less than $100,000;
(E) such Letter of Credit issue Letters contains any provisions for automatic reinstatement of Credit in the requested currencystated amount after any drawing thereunder; or
(6F) a default of any Revolving Lender’s (of the applicable Class) obligations to fund under Section 2.05(c) exists or any Revolving Lender (of the applicable Class) is at that such time a Defaulting LenderLender hereunder, unless the L/C Issuer such Issuing Bank has entered into arrangementssatisfactory arrangements (in such Issuing Bank’s sole and absolute discretion), including the delivery of Cash Collateral, reasonably satisfactory to the L/C Issuer with the Borrower applicable Borrower(s) or such Revolving Lender to eliminate the L/C Issuersuch Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iii)) 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 Exposure as to which the L/C Issuer such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion.
(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.
(v) The L/C Issuer No Issuing Bank shall be under no any obligation to amend any Letter of Credit if (A) the L/C Issuer such Issuing Bank 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.
(viv) The L/C Issuer Each Issuing Bank shall act on behalf of the applicable Revolving Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer each Issuing Bank shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 Article VIII with respect to any acts taken or omissions suffered by the 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 Agent” as used in Section 9 Article VIII included the L/C Issuer such Issuing Bank with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuersuch Issuing Bank.
Appears in 1 contract
Samples: Credit Agreement (Genpact LTD)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth hereinherein and in the DIP Orders, (A) the L/C IssuerIssuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.10 2.03, (1) may, from time to time, in its sole discretion, issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its Subsidiaries, and amend Letters of Credit previously issued by it, in accordance with subsection (b) below 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 Borrower or any of its Subsidiaries, and to amend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) agrees to honor drawings under the Letters of Credit issued hereunderCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and or any of its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the aggregate amount of Total Revolving Credit Outstandings shall not exceed the Available Commitments Line Cap, (y) the Revolving Credit Exposure of any Revolving Credit Lender shall not be less than zero Dollars ($0)exceed such Lender’s Revolving Credit Commitment, and (yz) the Outstanding Amount of the 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 hereofhereof and in the DIP Orders, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may (subject to the discretion of the L/C Issuer)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 in accordance with the terms hereofreimbursed.
(ii) The L/C Issuer shall not issue any Letter of Credit, Credit if:
(1A) the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or the last extension of such Letter of Credit, unless the Required Lenders have approved such expiry dateissuance; or
(2B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date; provided that, unless all notwithstanding anything herein to the Lenders have approved contrary, the Borrower and the L/C Issuer may, without the approval or consent of any other party, agree to backstop, cash collateralize or extend the maturity of a Letter of Credit the expiry date of which might occur after the Letter of Credit Expiration Date, including by allowing such expiry dateLetter of Credit to automatically renew in accordance with its terms and subject to such agreement.
(iii) The L/C Issuer shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer shall not be under any obligation to issue any Letter of Credit if:
(1A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the Letter of Credit, or any law Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the L/C Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good xxxxx xxxxx material to it;
(2B) the issuance of the Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;
(3C) 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 $100,000;
(4D) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative CurrencyDollars;
(5E) other than in the case of a such Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, the L/C Issuer does not as contains any provisions for automatic reinstatement of the issuance date of the requested Letter of Credit issue Letters of Credit in the requested currencystated amount after any drawing thereunder; or
(6F) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.14(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 the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion.
(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.
(v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) 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, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(viv) The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 1 contract
Samples: Secured Superpriority Debtor in Possession Credit Agreement (Monitronics International Inc)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C IssuerIssuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.10 2.03, (1) may, from time to time, in its sole discretion, issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its Subsidiaries, and amend Letters of Credit previously issued by it, in accordance with subsection (b) below time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) agrees to honor drawings under the Letters of Credit issued hereunderCredit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and 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, (x) the aggregate amount of Total Revolving Outstandings shall not exceed the Available Commitments Aggregate Revolving Commitments, (y) the Revolving Credit Exposure of any Lender shall not be less than zero Dollars ($0), exceed such Lendex’x Revolving Commitment and (yz) the Outstanding Amount of the 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 (subject to the discretion of the L/C Issuer)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 in accordance with the terms hereofreimbursed.
(ii) The L/C Issuer shall not issue any Letter of Credit, Credit if:
(1A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or the last extension of such Letter of Creditextension, unless the Required Lenders (other than Defaulting Lenders) holding a majority of the Revolving Credit Exposure have approved such expiry date; or
(2B) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders that have Revolving Commitments have approved such expiry date.
(iii) The L/C Issuer shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer shall not be under any obligation to issue any Letter of Credit if:
(1A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the such Letter of Credit, or any law Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that 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 the L/C Issuer with respect to the such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good xxxxx fxxxx xxxxx material to it;
(2B) the issuance of the such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;
(3C) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the such Letter of Credit is in an initial stated amount less than $100,000500,000;
(4D) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative CurrencyDollars;
(5) other than in the case of a Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, 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
(6E) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably 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 2.15(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 the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or
(F) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.
(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.
(v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) 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, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(vi) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 Article X with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 Article X included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 1 contract
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer, in reliance upon the agreements of the Lenders set forth in this Section 2.10 Lender agrees (1) may, from time to time, in its sole discretion, issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its Subsidiaries, and amend Letters of Credit previously issued by it, in accordance with subsection (b) below 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 Borrower or its Subsidiaries, and to amend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) agrees to honor drawings under the Letters of Credit issued hereunder; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and its Subsidiaries and any drawings thereunderCredit; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the aggregate amount Revolving Credit Exposure of the Available Commitments of any Lender shall not be less than zero Dollars ($0)exceed Lender’s Commitment, and (y) the Outstanding Amount of the 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 (subject to the discretion of the L/C Issuer)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 in accordance with the terms hereofreimbursed.
(ii) The L/C Issuer Lender shall not issue any Letter of Credit, if:
(1A) the expiry date of the requested Letter of Credit would occur more than twelve (12) months after the date of issuance or (or, if issued in favor of the last extension Texas Railroad Commission, fifteen (15) months following the date of such Letter of Creditissuance), unless the Required Lenders have Lender has approved such expiry date; or
(2B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have Lender has approved such expiry date.
(iii) The L/C Issuer shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer Lender shall not be under any obligation to issue any Letter of Credit if:
(1A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer Lender from issuing the Letter of Credit, or any law Law applicable to the L/C Issuer Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer Lender shall prohibit, or request that the L/C Issuer Lender refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the L/C Issuer Lender with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer Lender in good xxxxx xxxxx material to it;
(2B) the issuance of the Letter of Credit would violate one or more policies of the L/C Issuer Lender applicable to letters of credit generally;
(3C) except as otherwise agreed by the Administrative Agent and the L/C IssuerLender, the Letter of Credit is in an initial stated amount less than $100,00025,000;
(4D) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;
(5) other than in the case of a Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, 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
(6E) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the L/C Issuer with the Borrower or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter contains any provisions for automatic reinstatement of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretionstated amount after any drawing thereunder.
(iv) The L/C Issuer Lender shall not amend any Letter of Credit if the L/C Issuer Lender would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.
(v) The L/C Issuer Lender shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer Lender 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) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 1 contract
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C IssuerIssuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.10 2.03, (1) may, from time to time, in its sole discretion, issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its Subsidiaries, and amend Letters of Credit previously issued by it, in accordance with subsection (b) below time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) agrees to honor drawings under the Letters of Credit issued hereunderCredit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and 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, (x) the aggregate amount of Total Revolving Outstandings shall not exceed the Available Commitments Aggregate Revolving Commitments, (y) the Revolving Credit Exposure of any Lender shall not be less than zero Dollars ($0), exceed such Lender’s Revolving Commitment and (yz) the Outstanding Amount of the 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 (subject to the discretion of the L/C Issuer)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 in accordance with the terms hereofreimbursed.
(ii) The L/C Issuer shall not issue any Letter of Credit, Credit if:
(1A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or the last extension of such Letter of Creditextension, unless the Required Lenders (other than Defaulting Lenders) holding a majority of the Revolving Credit Exposure have approved such expiry date; or
(2B) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders that have Revolving Commitments have approved such expiry date.
(iii) The L/C Issuer shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer shall not be under any obligation to issue any Letter of Credit if:
(1A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the such Letter of Credit, or any law Law applicable to the L/C Issuer or any request or directive (whether or not having the force of lawLaw) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that 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 the L/C Issuer with respect to the such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good xxxxx fxxxx xxxxx material to it;
(2B) the issuance of the such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;
(3C) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the such Letter of Credit is in an initial stated amount less than $100,000;
(4D) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative CurrencyDollars;
(5) other than in the case of a Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, 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
(6E) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the L/C Issuer (in its reasonable 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 2.15(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 the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole reasonable discretion; or
(F) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.
(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.
(v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) 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, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(vi) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 1 contract
Samples: Credit Agreement (Health Insurance Innovations, Inc.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuereach Issuing Bank agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.10 3.1, (1) may, from time to timetime on any Business Day during the period from the Transaction Closing Date until the Letter of Credit Expiration Date, in its sole discretion, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its SubsidiariesCompany or any Subsidiary Borrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Datebelow, and (2) agrees to honor drawings under the Letters of Credit issued hereunderCredit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Company or any Subsidiary Borrower and its Subsidiaries and any drawings thereunder; provided that before or after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the aggregate amount Dollar Amount of the Available Commitments Revolving Credit Obligations at such time would not exceed the Adjusted Aggregate Commitment at such time (as such amount may be increased from time to time as provided in Section 2.5(b)) calculated as of the date of issuance of any Lender shall not be less than zero Dollars ($0)Letter of Credit, and (y) the Outstanding Dollar Amount of the L/C Financial Credit Obligations shall at such time would not exceed the Financial Credit Sublimit as of the date of issuance of any Letter of Credit Sublimitor (z) the Dollar Amount of all Letters of Credit issued by such Issuing Bank would not exceed the Issuing Bank Sublimit of such Issuing Bank. Each request by the Borrower a Person 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 may (subject to the discretion of the L/C Issuer)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 in accordance with the terms hereofreimbursed.
(ii) From and after the Transaction Closing Date each of the letters of credit identified on Schedule 3.1 hereto (the “Existing Letters of Credit”) and issued for the account of The L/C Issuer Xxxx Group Inc. or any of its Subsidiaries pursuant to the Second Amended and Restated Credit Agreement dated as of June 15, 2011 among The Xxxx Group Inc., BNP Paribas and the other lenders party thereto (or deemed to be issued under such credit agreement) shall be deemed to have been issued pursuant hereto, and from and after the Transaction Closing Date shall be subject to and governed by the terms and conditions hereof. In the event any Lender that is the issuer of any Existing Letters of Credit is not an Issuing Bank hereunder on the Transaction Closing Date, such Lender shall be deemed to be an Issuing Bank solely for purposes of such Existing Letters of Credit and shall not have any obligation to issue new Letters of Credit hereunder until and unless such Lender becomes an Issuing Bank in accordance herewith.
(iii) From time to time after the Transaction Closing Date, the Company and any Issuing Bank may jointly request in the form of a Letter of Credit Application that any letter of credit issued by such Issuing Bank for the account of the Company or any Subsidiary Borrower under any facility not governed by this Agreement be deemed to be Letters of Credit issued pursuant to this Article III. If the conditions to the issuance of a Letter of Credit in the form of such letter of credit under this Article III would be satisfied on the requested date of such deemed issuance, from and after such requested date, such letter of credit shall be deemed to have been issued pursuant hereto and shall be subject to and governed by the terms and conditions hereof.
(b) No Issuing Bank shall issue any Letter of Credit, if:
(1) the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or the last extension of such Letter of Credit, unless the Required Lenders have approved such expiry date; or
(2) if the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date.
(iiic) The L/C Issuer No Issuing Bank shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer shall not be under any obligation to issue any Letter of Credit if:
(1i) as of the date of issuance, any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer such Issuing Bank from issuing the Letter of Credit, or any law Requirement of Law applicable to the L/C Issuer such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer such Issuing Bank shall prohibit, or request that the L/C Issuer such Issuing Bank refrain from, the issuance of letters Letters of credit Credit generally or the Letter of Credit in particular or shall impose upon the L/C Issuer such Issuing Bank with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer such Issuing Bank in good xxxxx xxxxx material to it;
(2ii) the issuance of the Letter of Credit would violate one or more policies of the L/C Issuer such Issuing Bank applicable to letters of credit generally;
(3iii) 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 $100,000;
(4) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Agreed Currency;
(5iv) other than any Lender is at that time a Defaulting Lender, unless the Borrowers shall have provided Cash Collateral in the case accordance with Section 3.13 to eliminate such Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender under all Letters of a Credit, including Fronting Exposure that would arise pro forma from such proposed Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, the L/C Issuer Credit;
(v) such Issuing Bank does not as of the issuance date of the requested Letter of Credit issue Letters of Credit in the requested currency;
(vi) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(6vii) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the L/C Issuer with the Borrower or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure with respect to the Defaulting Lender arising from either if the Letter of Credit then proposed is to be issued or that Letter of Credit and all other L/C Obligations as with respect to which a jurisdiction the L/C Issuer has actual or potential Fronting Exposureapplicable Issuing Bank deems, as it may elect in its sole discretion, may at any time subject it to a New Money Credit Event, the Company shall fail, at the request of such Issuing Bank, guaranty and indemnify such Issuing Bank against any and all costs, liabilities and losses resulting from any New Money Credit Event in a form and substance satisfactory to such Issuing Bank.
(ivd) The L/C Issuer No Issuing Bank shall not amend any Letter of Credit if the L/C Issuer such Issuing Bank would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.
(ve) The L/C Issuer No Issuing Bank shall be under no any obligation to amend any Letter of Credit if (A) the L/C Issuer such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(vif) The L/C Issuer Each 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 Issuer each Issuing Bank shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 Article XII with respect to any acts taken or omissions suffered by the L/C Issuer such Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer L/C Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 Article XII included the L/C Issuer each Issuing Bank with respect to such acts or omissions, and (B) as additionally provided herein with respect to such Issuing Bank.
(g) Notwithstanding anything to the L/C Issuercontrary, no Letter of Credit shall be issued for the account of a Dutch Borrower unless such Dutch Borrower has previously borrowed a Revolving Loan pursuant to Section 2.1.
Appears in 1 contract
Samples: Revolving Credit Agreement (Chicago Bridge & Iron Co N V)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C IssuerIssuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.10 2.03, (1) may, from time to time, in its sole discretion, issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its Subsidiaries, and amend Letters of Credit previously issued by it, in accordance with subsection (b) below 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 Borrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) agrees to honor drawings under the Letters of Credit issued hereunderCredit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the aggregate amount of Total Revolving Outstandings shall not exceed the Available Commitments Aggregate Revolving Commitments, (y) the Revolving Credit Exposure of any Lender shall not be less than zero Dollars ($0)exceed such Lender’s Revolving Commitment, and (yz) the Outstanding Amount of the 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 (subject to the discretion of the L/C Issuer)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 in accordance with the terms hereof.reimbursed. CHAR1\1376580v5
(ii) The L/C Issuer shall not issue any Letter of Credit, if:
(1A) subject to Section 2.03(b)(iii), the expiry date of the such requested Letter of Credit would occur more than twelve months after the date of issuance or the last extension of such Letter of Creditextension, unless all of the Required Lenders have approved such expiry date; or
(2B) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date.
(iii) The L/C Issuer shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer shall not be under any obligation to issue any Letter of Credit if:
(1A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the such Letter of Credit, or any law Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that 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 the L/C Issuer with respect to the such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good xxxxx xxxxx material to it;
(2B) the issuance of the such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;
(3C) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the such Letter of Credit is in an initial stated amount less than $100,000500,000;
(4D) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative CurrencyDollars;
(5) other than in the case of a Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, 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
(6E) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.16(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 the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion.
(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.. CHAR1\1376580v5
(v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) 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, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(vi) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 1 contract
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, each L/C Issuer shall (A) the L/C Issuer, in reliance upon the agreements of the Lenders set forth in this Section 2.10 (1) may, from time to time, in its sole discretion, issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its Subsidiaries, and amend Letters of Credit previously issued by it, in accordance with subsection (b) below time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, and (2) agrees to honor drawings under issue Letters of Credit issued hereunder; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Loan Parties, and its Subsidiaries amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b) below, and any (B) honor drawings thereunderunder the Letters of Credit; provided provided, that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolver Outstandings shall not exceed Maximum Revolving Loan Amount, (y) the aggregate amount Outstanding Amount of the Available Commitments Committed Revolving Loans of any Revolving Lender shall not be less than zero Dollars ($0)exceed such Lender’s Revolving Commitment, and (yz) the Outstanding Amount of the 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 (subject to the discretion of the L/C Issuer)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 in accordance with the terms hereofreimbursed.
(ii) The L/C Issuer shall not issue any No Letter of Credit, Credit shall be issued if:
(1A) subject to Section 2.03(b)(ii), the expiry date of the such requested Standby Letter of Credit would occur more than twelve months after the date of issuance or the last extension of such Letter of Creditextension, unless the Required Revolving Lenders have approved such expiry date; or
(2B) subject to Section 2.03(b)(ii), the expiry date of such requested Commercial Letter of Credit would occur more than 120 days after the date of issuance or last extension, unless the Required Revolving Lenders have approved such expiry date; or
(C) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date.
(iii) The L/C Issuer shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer shall not be under any obligation to issue any No Letter of Credit shall be issued without the prior consent of the Agent if:
(1A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the applicable L/C Issuer from issuing the such Letter of Credit, or any law Law applicable to the applicable L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the applicable L/C Issuer shall prohibit, or request that the applicable L/C Issuer refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon the applicable L/C Issuer with respect to the such Letter of Credit any restriction, reserve or capital requirement (for which the applicable L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the applicable L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the applicable L/C Issuer in good xxxxx xxxxx material to it;
(2B) the issuance of the such Letter of Credit would violate one or more policies of the applicable L/C Issuer applicable to letters of credit generally;
(3C) except as otherwise agreed by the Administrative Agent and the applicable L/C Issuer, the such Letter of Credit is in an initial stated amount 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; or
(4D) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;
(5) other than Dollars; provided that if the applicable L/C Issuer, in the case of its Permitted Discretion, issues a Letter of Credit denominated in a currency other than Dollars, Canadian Dollars, Euros or Sterling, all reimbursements by the L/C Issuer does not as Borrower of the issuance date honoring of the requested any drawing under such Letter of Credit issue Letters of Credit shall be paid in Dollars based on the requested currency; or
(6) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the L/C Issuer with the Borrower or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure 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 the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretionSpot Rate.
(iv) The applicable L/C Issuer shall not amend any Letter of Credit if the (A) 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) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) 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 such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(viv) 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 Each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 ARTICLE IX with respect to any acts taken or omissions suffered by the 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 Agent” as used in Section 9 ARTICLE IX included the such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the such L/C Issuer.
Appears in 1 contract
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C IssuerIssuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.10 2.03, (1) may, from time to time, in its sole discretion, issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its Subsidiaries, and amend Letters of Credit previously issued by it, in accordance with subsection (b) below 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 Canadian Dollars for the account of the Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) agrees to honor drawings under the Letters of Credit issued hereunderCredit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and 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, (x) the aggregate amount of Total Outstandings shall not exceed the Available Commitments Aggregate Commitments, (y) the Credit Exposure of any Lender shall not be less than zero Dollars ($0), exceed such Lender’s Commitment and (yz) the Outstanding Amount of the 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 (subject to the discretion of the L/C Issuer)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 in accordance with the terms hereofreimbursed.
(ii) The L/C Issuer shall not issue any Letter of Credit, Credit if:
(1A) subject to Section 2.03(b)(iii), the expiry date of the such requested Letter of Credit would occur more than twelve months after the date of issuance or the last extension of such Letter of Creditextension, unless the Required Lenders have approved such expiry date; or
(2B) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date.
(iii) The L/C Issuer shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer shall not be under any obligation to issue any Letter of Credit if:
(1A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the such Letter of Credit, or any law Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the L/C Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good xxxxx xxxxx material to itgenerally;
(2B) the issuance of the such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;
(3C) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the such Letter of Credit is in an initial stated amount less than $100,00025,000 or CAD$25,000, as applicable;
(4D) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;
(5) other than in the case of a Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, 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
(6E) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.14(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 the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion.
(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.
(v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) 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, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(vi) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 Article X with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 Article X included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 1 contract
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C IssuerIssuer agrees, in reliance upon the agreements of the Revolving Lenders set forth in this Section 2.10 Section, (1) may, from time to time, in its sole discretion, issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its Subsidiaries, and amend Letters of Credit previously issued by it, in accordance with subsection (b) below time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b), and (2) agrees to honor drawings under the Letters of Credit issued hereunderCredit; and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and 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, (x) the aggregate amount of Total Revolving Outstandings shall not exceed the Available Commitments Revolving Facility, (y) the Revolving Exposure of any Revolving Lender shall not be less than zero Dollars ($0)exceed such Lender’s Revolving Commitment, and (yz) the Outstanding Amount of the 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 (subject to the discretion of the L/C Issuer)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 in accordance with the terms hereofreimbursed.
(ii) The L/C Issuer shall not issue any Letter of Credit, Credit if:
(1A) subject to subsection (b)(iv), the expiry date of the requested Letter of Credit would occur more than twelve (12) months after the date of issuance or the last extension of such Letter of Creditextension, unless the Required Lenders have approved such expiry date; or
(2B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry date.
(iii) The L/C Issuer shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer shall not be under any obligation to issue any Letter of Credit if:
(1A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the Letter of Credit, or any law Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the L/C Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good xxxxx xxxxx material to it;
(2B) the issuance of the Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;
(3C) 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 $100,000, in the case of a commercial Letter of Credit, or $500,000, in the case of a standby Letter of Credit;
(4D) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;
(5) other than in the case of a Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, 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
(6E) any Revolving Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Revolving Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(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 the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion.
(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.
(v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) 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, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(vi) The L/C Issuer shall act on behalf of the Revolving Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 1 contract
Samples: Credit Agreement (RigNet, Inc.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C IssuerIssuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.10 (1) may, from time to time, in its sole discretion, issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its Subsidiaries, and amend Letters of Credit previously issued by it, in accordance with subsection (b) below time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, and (2) agrees to honor drawings under issue Letters of Credit issued hereunder; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Borrowers, and its Subsidiaries to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b) below, and any (2) to honor drawings thereunderunder the Letters of Credit; provided provided, that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the aggregate amount of the Available Commitments of any Lender Total Outstandings shall not be less than zero Dollars ($0)exceed the Loan Cap, and (y) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Lead Borrower 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 may (subject to the discretion of the L/C Issuer)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 in accordance with 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) The L/C Issuer shall not issue any No Letter of Credit, Credit shall be issued if:
(1A) subject to Section 2.03(b)(iii), the expiry date of the such requested Standby Letter of Credit would occur more than twelve (12) months after the date of issuance or the last extension of such Letter of Creditextension, unless the Required Lenders have Lender has approved such expiry date; or
(2B) subject to Section 2.03(b)(iii), the expiry date of such requested Commercial Letter of Credit would occur more than one hundred and twenty (120) days after the date of issuance or last extension, unless the Lender has approved such expiry date; or
(C) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all either such Letter of Credit is Cash Collateralized on or prior to the Lenders have date of issuance of such Letter of Credit (or such later date as to which the Lender may agree) or the Lender has approved such expiry date.
(iii) The L/C Issuer shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer shall not be under any obligation to issue any No Letter of Credit shall be issued without the prior consent of the Lender if:
(1A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the such Letter of Credit, or any law Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that 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 the L/C Issuer with respect to the such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Third Amendment Effective Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Third Amendment Effective Date and which the L/C Issuer in good xxxxx fxxxx xxxxx material to it;
(2B) the issuance of the such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;
(3C) 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 $100,000;
(4) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;
(5) other than Dollars; provided, that if the L/C Issuer, in the case of its discretion, issues a Letter of Credit denominated in a currency other than Dollars, Canadian Dollars, Euros or Sterling, all reimbursements by the L/C Issuer does not as Borrowers of the issuance date honoring of the requested any drawing under such Letter of Credit issue Letters of Credit shall be paid in Dollars based on the requested currencySpot Rate; or
(6D) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the L/C Issuer with the Borrower or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter contains any provisions for automatic reinstatement of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretionStated Amount after any drawing thereunder.
(iv) The L/C Issuer shall not amend any Letter of Credit if (A) 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) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) 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 such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(vi) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 1 contract
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C IssuerIssuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.10 2.03, (1) may, from time to time, in its sole discretion, issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its Subsidiaries, and amend Letters of Credit previously issued by it, in accordance with subsection (b) below 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 Canadian Dollars for the account of the Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with clause (b) below, and (2) agrees to honor drawings under the Letters of Credit issued hereunderCredit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and 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, (x) the aggregate amount of Total Outstandings shall not exceed the Available Commitments Aggregate Commitments, (y) the Credit Exposure of any Lender shall not be less than zero Dollars ($0), exceed such Lender’s Commitment and (yz) the Outstanding Amount of the 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 (subject to the discretion of the L/C Issuer)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 in accordance with the terms hereofreimbursed.
(ii) The L/C Issuer shall not issue any Letter of Credit, Credit if:
(1A) subject to Section 2.03(b)(iii), the expiry date of the such requested Letter of Credit would occur more than twelve months after the date of issuance or the last extension of such Letter of Creditextension, unless the Required Lenders have approved such expiry date; or
(2B) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date.
(iii) The L/C Issuer shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer shall not be under any obligation to issue any Letter of Credit if:
(1A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the such Letter of Credit, or any law Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the L/C Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good xxxxx xxxxx material to itgenerally;
(2B) the issuance of the such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;
(3C) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the such Letter of Credit is in an initial stated amount less than $100,00025,000 or CAD$25,000, as applicable;
(4D) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;
(5) other than in the case of a Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, 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
(6E) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.14(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 the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion.
(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.
(v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) 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, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(vi) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 Article X with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 Article X included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 1 contract
The Letter of Credit Commitment. (i) i. Subject to the terms and conditions set forth herein, (A) the L/C IssuerIssuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.10 Section, (1) may, from time to timetime on any Business Day during the period from the Amendment Effective Date until the Letter of Credit Expiration Date, in its sole discretion, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its Subsidiariesany Borrower, and to amend Letters of Credit previously issued by it, in accordance with subsection (b) below on any Business Day during the period from the Closing Date until the Letter of Credit Expiration DateSection 2.03(b), and (2) agrees to honor drawings under the Letters of Credit issued hereunderCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the any Borrower and its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (w) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, (x) the aggregate amount of the Available Commitments Revolving Credit Exposure of any Revolving Credit Lender shall not be less than zero Dollars ($0)exceed such Lender’s Revolving Credit Commitment, and (y) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SublimitSublimit and (z) Overall Excess Availability shall be greater than $0. 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 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 may (subject to the discretion of the L/C Issuer)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 in accordance with the terms hereofreimbursed.
(ii) . The L/C Issuer shall not issue any Letter of Credit, Credit if:
(1A) the expiry date of the requested Letter of Credit would occur more than twelve (12) months after the date of issuance or the last extension of such Letter of Creditissuance, unless the Required Lenders have approved such expiry datedate (but provisions for automatic renewal may be included to the extent permitted by the L/C Issuer); or
(2B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit Lenders have approved such expiry date.
(iii) . The L/C Issuer shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer shall not be under any obligation to issue any Letter of Credit if:
(1A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the Letter of Credit, or any law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the L/C Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Amendment Effective Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Amendment Effective Date and which the L/C Issuer in good xxxxx fxxxx xxxxx material to it;
(2B) the issuance of the Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;
(3C) 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 $100,000;
(4D) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative CurrencyDollars;
(5) other than in the case of a Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, 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
(6E) any Revolving Credit Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the L/C Issuer (in its reasonable discretion) with the Borrower Borrowers or such Revolving Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.16(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 the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole reasonable discretion; or
(F) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.
(iv) . The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.
(v) v. The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) 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, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(vi) . The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 1 contract
Samples: Credit Agreement (PetIQ, Inc.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer, in reliance upon the agreements of the Lenders set forth in this Section 2.10 (1) may, Issuer shall from time to time, in its sole discretion, issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its Subsidiaries, and amend Letters of Credit previously issued by it, in accordance with subsection (b) below time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, and (2) agrees to honor drawings under issue Letters of Credit issued hereunder; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Borrowers, and its Subsidiaries amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b) below, and any honor drawings thereunderunder the Letters of Credit; provided provided, that after giving effect to any L/C Credit Extension with respect to any Letter of CreditCredit and any Committed Loans made in accordance with Section 2.03(g) below, (x) the Total Outstandings shall not exceed the Maximum Loan Amount, (y) the aggregate amount Outstanding Amount of the Available Commitments Committed Loans of any Lender shall not be less than zero Dollars ($0)exceed such Lender’s Commitment, and (yz) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Lead Borrower 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 may (subject to the discretion of the L/C Issuer)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 in accordance with the terms hereofreimbursed.
(ii) The L/C Issuer shall not issue any No Letter of Credit, Credit shall be issued if:
(1A) subject to Section (b)(iii), the expiry date of the such requested Letter of Credit would occur more than twelve months after the date of issuance or the last extension of such Letter of Creditextension, unless the Required Lenders have approved such expiry date; or
(2B) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date.
(iii) The L/C Issuer shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer shall not be under any obligation to issue any No Letter of Credit shall be issued without the prior consent of the Agent if:
(1A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the applicable L/C Issuer from issuing the such Letter of Credit, or any law Law applicable to the applicable L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the applicable L/C Issuer shall prohibit, or request that the applicable L/C Issuer refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon the applicable L/C Issuer with respect to the such Letter of Credit any restriction, reserve or capital requirement (for which the applicable L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the applicable L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the applicable L/C Issuer in good xxxxx fxxxx xxxxx material to it;
(2B) the issuance of the such Letter of Credit would violate one or more policies of the applicable L/C Issuer applicable to letters of credit generally;
(3C) except as otherwise agreed by the Administrative Agent and the applicable L/C Issuer, the such Letter of Credit is in an initial stated amount Stated Amount less than $100,00050,000;
(4D) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;
(5) other than in Dollars; provided, that if the case applicable L/C Issuer, with the consent of the Agent, issues a Letter of Credit denominated in a currency other than Dollars, Canadian Dollars, Euros or Sterling, all reimbursements by the L/C Issuer does not as Borrowers of the issuance date honoring of the requested any drawing under such Letter of Credit issue Letters of Credit shall be paid in Dollars based on the requested currencySpot Rate; or
(6E) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the L/C Issuer with the Borrower or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter contains any provisions for automatic reinstatement of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretionStated Amount after any drawing thereunder.
(iv) The applicable L/C Issuer shall not amend any Letter of Credit if the (A) 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) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) 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 such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(viv) 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 Each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 Article IX with respect to any acts taken or omissions suffered by the 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 Agent” as used in Section 9 Article IX included the such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the such L/C Issuer.
Appears in 1 contract
Samples: Credit Agreement (Bluefly Inc)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C IssuerIssuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.10 2.03, (1) may, from time to timetime on any Business Day during the period from the First Amendment Effective Date until the Letter of Credit Expiration Date, in its sole discretion, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below on any Business Day during the period from the Closing Date until the Letter of Credit Expiration DateSection 2.03(b), and (2) agrees to honor drawings under the Letters of Credit issued hereunderCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and 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, (x) the aggregate amount of the Available Commitments of any Lender Total Revolving Credit Outstandings shall not be less than zero Dollars exceed the Revolving Credit Facility, ($0)y) the Revolving Credit Exposure shall not exceed such Lender’s Revolving Credit Commitment, and (yz) the Outstanding Amount of the 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 (subject to the discretion of the L/C Issuer)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 in accordance with the terms hereofreimbursed.
(ii) The L/C Issuer shall not issue any Letter of Credit, Credit if:
(1A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or the last extension of such Letter of Creditextension, unless the Required Lenders have Administrative Agent has approved such expiry date; or
(2B) 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 L/C Issuer have approved such expiry datedate (it being agreed that following the Letter of Credit Expiration Date, any outstanding Letter of Credit would be required to be Cash Collateralized by the Borrower on terms and pursuant to arrangements reasonably satisfactory to L/C Issuer).
(iii) The L/C Issuer shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer shall not be under any no obligation to issue any Letter of Credit if:
(1A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the Letter of Credit, or any law Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the L/C Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good xxxxx xxxxx material to it;
(2B) the issuance of the Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;
(3C) 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 $100,000;
(4D) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative CurrencyDollars;
(5) other than in the case of a Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, 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
(6E) any Revolving Credit Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.16(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 the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or
(F) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.
(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the such Letter of Credit in its amended form under the terms hereof.
(v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) 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, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(vi) The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 1 contract
Samples: Loan Agreement (Akumin Inc.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuereach Fronting Bank agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.10 2.03, (1) may, from time to timetime on any Business Day during the Availability Period, in its sole discretion, to issue Fronted Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its Subsidiariesany Loan Party, and to amend or extend Fronted Letters of Credit previously issued by it, in accordance with subsection (b) below on any Business Day during but in each case solely to the period from extent it has separately and in its sole discretion agreed with the Closing Date until the Letter of Credit Expiration DateBorrower to do so, and (2) agrees to honor drawings under such Fronted Letters of Credit issued hereunderCredit; and (B) the Lenders severally agree to participate in Fronted Letters of Credit issued for the account of the Borrower and its Subsidiaries any Loan Party and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Creditand (B) each Lender severally agrees, (x1) the aggregate amount of the Available Commitments of from time to time on any Lender shall not be less than zero Dollars ($0), and (y) the Outstanding Amount of the 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 (subject to the discretion of the L/C Issuer), Business Day during the foregoing periodAvailability Period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed in accordance with the terms hereof.issue, 32 13227198v7 27112.00011
(ii) The L/C Issuer Applicable Issuing Party shall not issue any Letter of Credit, if:
: (1A) subject to Section 2.03(b)(iii), the expiry date of the such requested Letter of Credit would occur more than twelve months after the date of issuance or the last extension of such Letter of Creditextension, unless the Required Lenders have approved such expiry date; or
(2B) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all provided that any Letter of Credit may expire after such date (but in any event, no later than the Lenders have approved such first anniversary of the Maturity Date) (each Letter of Credit with an expiry date.date after the Letter of Credit Expiration Date (including as a result of any automatic renewal in accordance with Section 2.03(b)(iii)), an “Extended 33 13227198v7 27112.00011
(iii) The Neither any L/C Issuer shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, nor the L/C Issuer Administrator shall not be under any obligation to issue any Letter of Credit if:
: (1A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer such Person from issuing the such Letter of Credit, or any law Law applicable to the L/C Issuer such Person or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer such Person shall prohibit, or request that the L/C Issuer such Person refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon the L/C Issuer such Person with respect to the such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer such Person is not otherwise compensated hereunder) not in effect on the Closing Effective Date, or shall impose upon the L/C Issuer such Person any unreimbursed loss, cost or expense which was not applicable on the Closing Effective Date and which the L/C Issuer such Person in good xxxxx xxxxx material to it;
; (2B) the issuance of the such Letter of Credit would violate one or more policies of the L/C Issuer applicable such Person related to letters of credit generally;
; (3C) except as otherwise agreed by the Administrative Agent and the L/C IssuerApplicable Issuing Party, the such Letter of Credit is in an initial stated amount less than $100,000;
; (4D) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;
(5) other than in the case of a Several Letter of Credit, such Letter of Credit denominated is not substantially in Dollarsthe form of Exhibit E (provided that the Applicable Issuing Party may agree to reasonable changes to such form, Canadian Dollars, Euros or Sterling, not adverse to the L/C Issuer does not as interests of the issuance date Lenders, necessary to satisfy any then applicable requirements of the requested applicable insurance regulators); (E) only with respect to (1) a Fronted Letter of Credit issue Letters or (2) a Several Letter of Credit in the requested currency; or
(6) as to which such Defaulting Lender is a Participating Bank, any Lender is at that the applicable time a Defaulting LenderLender and the Fronting Bank has (or after giving effect to the issuance of such Letter of Credit will have) Fronting Exposure (after giving effect to Section 2.15(c)), unless the L/C Issuer Fronting Bank has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the L/C Issuer Fronting Bank (in its sole discretion) with such Defaulting Lender or the Borrower or such Lender to eliminate the L/C IssuerFronting Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.15) with respect to the such Defaulting Lender arising from either the such Letter of Credit then proposed to be issued or that such Letter of Credit and all other L/C Obligations (including as Fronting Bank for a Participating Bank) as to which the L/C Issuer Fronting Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion.34 13227198v7 27112.00011
(iv) The L/C Issuer No Applicable Issuing Party shall not amend any Letter of Credit if the L/C Issuer such Applicable Issuing Party would not be permitted at such time to issue the such Letter of Credit in its amended form under the terms hereof.
(v) The L/C Issuer Applicable Issuing Party shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer Applicable Issuing Party 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) The L/C Administrator is hereby authorized to execute and deliver each Several Letter of Credit and each amendment to a Several Letter of Credit on behalf of each Lender (unless such Lender has delivered a Participating Notice which is applicable to such Several Letter of Credit and has not been withdrawn). The L/C Administrator shall use the Applicable Percentage of an L/C Issuer under each Several Letter of Credit provided that the applicable Fronting Bank for such Participating Bank shall be severally (and not jointly) liable for an amount equal to its Applicable Percentage under the Facility plus the Applicable Percentage of each Participating Bank. The L/C Administrator shall not amend any Several Letter of Credit to change the “Commitment Shares” of a Lender or add or delete a Lender liable thereunder unless such amendment is done in connection with an assignment in accordance with Section 10.06, a change in the Lenders and/or the Applicable Percentages under the Facility as a result of any increase in the Aggregate Commitments pursuant to Section 2.14 or any other addition or replacement of a Lender in accordance with the terms of this Agreement or a change in status of a Lender as a Participating Bank. Each Lender hereby irrevocably constitutes and appoints the L/C Administrator its true and lawful attorney-in-fact for and on behalf of such Lender with full power of substitution and revocation in its own name or in the name of the L/C Administrator to issue, execute and deliver, as the case may be, each Several Letter of Credit and each amendment to a Several Letter of Credit and to carry out the purposes of this Agreement with respect to Several Letters of Credit. Upon request, each Lender shall execute such powers of attorney or other documents as any beneficiary of any Several Letter of Credit may reasonably request to evidence the authority of the L/C Administrator to execute and deliver such Several Letter of Credit and any amendment or other modification thereto on behalf of the Lenders.
(vii) The Applicable Issuing Party shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer Applicable Issuing Party shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 Article IX with respect to any acts taken or omissions suffered by the L/C Issuer Applicable Issuing Party in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.35 13227198v7 27112.00011
Appears in 1 contract
Samples: Credit Agreement (Globe Life Inc.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C IssuerIssuing Bank agrees, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.10 2.05, (1x) may, from time to time, in its sole discretion, issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its Subsidiaries, and amend Letters of Credit previously issued by it, in accordance with subsection (b) below time on any Business Day during the period from the Closing Date until the fifth Business Day prior to the Maturity Date, to issue Letters of Credit for the account of the Borrower (provided that any Letter of Credit Expiration Datemay be for the benefit of any Subsidiary of the Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with this Section 2.05, and (2y) agrees to honor drawings under the Letters of Credit issued hereunder; and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and its Subsidiaries and any drawings thereunderpursuant to this Section 2.05; provided that the Issuing Bank shall not be obligated to make LC Credit Extensions with respect to Letters of Credit, and Revolving Lenders shall not be obligated to participate in Letters of Credit if, after giving effect to any L/C such LC Credit Extension with respect to any Letter of CreditExtension, (x) the aggregate amount of Revolving Exposures would exceed the Available Commitments of any Lender shall not be less than zero Dollars ($0)Revolving Commitments, and or (y) the Outstanding Amount of the L/C Obligations shall not LC Exposure would exceed the Letter of Credit Sublimit$10,000,000. Each request by the Borrower for the issuance or amendment of a Letter of an LC Credit Extension shall be deemed to be a representation by the Borrower that the L/C LC 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 (subject to the discretion of the L/C Issuer)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 in accordance with the terms hereofreimbursed.
(ii) The L/C Issuer Issuing Bank shall not issue any Letter of Credit, Credit if:
(1) subject to Section 2.05(a)(viii), the expiry date of the such requested Letter of Credit would occur more than twelve months after the date of issuance or the last extension of such Letter of Creditrenewal, unless otherwise agreed by the Required Lenders have approved such expiry dateIssuing Bank and the Administrative Agent; or
(2) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration applicable fifth Business Day prior to the Maturity Date, unless all the Lenders each Revolving Lender shall have approved such expiry date.
(iii) The L/C Issuer Issuing Bank shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer shall not be under any no obligation to issue any Letter of Credit if:
(1A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer Issuing Bank from issuing the such Letter of Credit, or any law Requirement of Law applicable to the 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 the L/C Issuer Issuing Bank shall prohibit, or request direct that the 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 the L/C Issuer Issuing Bank with respect to the such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Datedate of this Agreement, or shall impose upon the L/C Issuer Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and date of this Agreement (for which the L/C Issuer in good xxxxx xxxxx material to itIssuing Bank is not otherwise compensated hereunder);
(2B) the issuance of the such Letter of Credit would violate one or more policies of the L/C Issuer Issuing Bank applicable to letters of credit generally;
(3C) except as otherwise agreed by the Administrative Agent and the L/C IssuerIssuing Bank, the Letter of Credit is in an initial stated amount less than $100,000;
(4) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;
(5) other than in the case of a Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, 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
(6D) any Revolving Lender is at that time then a Defaulting Lender, Lender unless the L/C Issuer Borrower has entered into arrangements, including the delivery Cash Collateralized such Defaulting Lender’s Applicable Percentage of Cash Collateral, reasonably satisfactory to the L/C Issuer with the Borrower or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure 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 the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretionCredit.
(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.
(v) The L/C Issuer Issuing Bank shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer Issuing Bank 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.
(viv) The L/C Issuer Issuing Bank shall act on behalf of the Revolving Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer Issuing Bank shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 Article VIII with respect to any acts taken or omissions suffered by the L/C Issuer Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 Article VIII included the L/C Issuer Issuing Bank with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C IssuerIssuing Bank.
(vi) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the Issuing Bank (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application must be received by the Issuing Bank and the Administrative Agent not later than 12:00 noon at least two (2) Business Days prior to the proposed issuance date or date of amendment, as the case may be; or, in each case, such later date and time as the Issuing Bank may agree in a particular instance in its sole discretion. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the Issuing Bank: (a) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (b) the amount thereof; (c) the expiry date thereof; (d) the name and address of the beneficiary thereof; (e) the documents to be presented by such beneficiary in case of any drawing thereunder; (f) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (g) the currency in which the request Letter of Credit will be denominated; and (h) such other information as shall be necessary to prepare such Letter of Credit. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the Issuing Bank (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other information as shall be necessary to amend such Letter of Credit.
(vii) Promptly after receipt of any Letter of Credit Application, the Issuing Bank will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, the Issuing Bank will provide the Administrative Agent with a copy thereof. Unless the Issuing Bank has received written notice from the Required Lenders, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, the Issuing Bank shall, on the requested date, issue a Letter of Credit for the account of the Borrower (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be. Immediately upon the issuance of each Letter of Credit, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from the Issuing Bank a risk participation in such Letter of Credit in an amount equal to such Revolving Lender’s Applicable Percentage times the amount of such Letter of Credit.
(viii) If the Borrower so requests in any applicable Letter of Credit Application, the Issuing Bank may, in its sole discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal Letter of Credit”); provided that any such Auto-Renewal Letter of Credit must permit the Issuing Bank to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Nonrenewal Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Issuing Bank, the Borrower shall not be required to make a specific request to the Issuing Bank for any such renewal. Once an Auto-Renewal Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) the Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than the fifth Business Day prior to the Maturity Date; provided that the Issuing Bank shall not permit any such renewal if (A) the Issuing Bank has determined that it would not be permitted, or would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.05(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five (5) Business Days before the Nonrenewal Notice Date from the Administrative Agent or the Required lenders, as applicable, or the Borrower that one or more of the applicable conditions specified in Article IV is not then satisfied.
(ix) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the Issuing Bank will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
(x) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Issuing Bank shall notify promptly the Borrower and the Administrative Agent thereof. In the case of an LC Disbursement with respect to any Letter of Credit denominated in an Alternative Currency, the Borrower shall reimburse the Issuing Bank in such Alternative Currency, unless (A) the Issuing Bank (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Issuing Bank promptly following receipt of the notice of drawing that the Borrower will reimburse the Issuing Bank in Dollars. In the case of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated in an Alternative Currency, the Issuing Bank shall notify the Borrower of the Dollar Equivalent of the amount of the LC Disbursement promptly following the determination thereof. Not later than 11:00 a.m. on the first Business Day following the date on which the Borrower receives notice of any LC Disbursement (each such date, an “Honor Date”), the Borrower shall reimburse the Issuing Bank in an amount equal to the amount of such LC Disbursement and in the applicable currency. If the Borrower fails to so reimburse the Issuing Bank by such time, the Administrative Agent shall promptly notify each Revolving Lender of the Honor Date, the amount of the unreimbursed LC Disbursement (expressed in Dollars based on the Dollar Equivalent amount thereof in the case of an Alternative Currency), and the amount of such Revolving Lender’s Applicable Percentage thereof. In such event, the Borrower shall be deemed to have requested an ABR Revolving Loan to be disbursed on the Honor Date in an amount equal to the Outstanding Amount of such LC Disbursement, without regard to the minimum and multiples specified in Section 2.03 for the principal amount of ABR Loans, but subject to the amount of the unutilized portion of the Revolving Commitments, and subject to the applicable conditions set forth in Article IV (other than the delivery of a Borrowing Request). Any notice given by the Issuing Bank or the Administrative Agent pursuant to this Section 2.05(a)(x) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.
(xi) Each Revolving Lender (including any such Lender acting as the Issuing Bank) shall upon receipt of any notice made pursuant to Section 2.05(a)(x) make funds available to the Administrative Agent for the account of the Issuing Bank at the Administrative Agent’s Office for payments in an amount equal to its Applicable Percentage of any LC Disbursement that has not been reimbursed by the Borrower at or prior to 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section
Appears in 1 contract
The Letter of Credit Commitment. (ia) Subject to the terms and conditions set forth herein, (A) the L/C Issuereach Issuing Lender agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.10 2.5, (1) may, from time to timetime on any Business Day during the period from the Closing Date until the L/C Expiration Date, in its sole discretion, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its Subsidiariesor any Subsidiary Guarantor, and to amend Letters of Credit previously issued by it, in accordance with subsection (b) below on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Datebelow, and (2) agrees to honor drawings under the Letters of Credit issued hereunderCredit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and its Subsidiaries or any Subsidiary Guarantor and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the aggregate amount Total Revolving Extensions of Credit then outstanding shall not exceed the Available Commitments Revolving Commitments, (y) the Aggregate Exposure of any Lender shall not be less than zero Dollars ($0)exceed such Lender’s Revolving Commitment, and (yz) the Outstanding Amount aggregate amount of the L/C Obligations shall not exceed the Letter of Credit L/C 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 (subject to may, during the discretion of period from the Closing Date through the L/C Issuer), during the foregoing periodExpiration Date, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed in accordance with the terms hereofreimbursed.
(iib) The L/C Issuer No Issuing Lender shall not issue any Letter of Credit, if:
(1i) the expiry date of the such requested Letter of Credit would occur more than twelve thirteen months after the date of issuance or the last extension of such Letter of Creditextension, unless the Required Majority Lenders have approved such expiry date; or
(2ii) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit L/C Expiration Date, unless all the Lenders have approved such expiry date.
(iii) The L/C Issuer shall have no obligation ; except Letters of Credit that are automatically renewed annually and that either terminate in accordance with their terms on or prior to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer Expiration Date or may be terminated by notice not more than ninety days prior to such Letter of Credit’s annual renewal date, provided that such Letters of Credit are so terminated prior to the L/C Expiration Date.
(c) No Issuing Lender shall not be under any obligation to issue any Letter of Credit if:
(1i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer Issuing Lender from issuing the such Letter of Credit, or any law Law applicable to the L/C Issuer such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer such Issuing Lender shall prohibit, or request that the L/C Issuer such Issuing Lender refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon the L/C Issuer such Issuing Lender with respect to the such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer such Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer such Issuing Lender in good xxxxx xxxxx material to it;
(2ii) the issuance of the such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generallysuch Issuing Lender;
(3iii) except as otherwise agreed by the Administrative Agent and the L/C Issuersuch Issuing Lender, the such Letter of Credit is in an initial stated amount less than $100,000, in the case of a commercial Letter of Credit, or $100,000, in the case of a standby Letter of Credit;
(4iv) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;
(5) other than in the case of a Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, 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
(6v) a default of any Lender’s obligations to fund under Section 2.7(b) exists or any Lender is at that such time a Defaulting LenderLender hereunder, unless the L/C Issuer such Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the L/C Issuer arrangements with the Borrower or such Lender to eliminate the L/C Issuersuch Issuing Lender’s actual or potential Fronting Exposure 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 the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretionsuch Lender.
(ivd) The L/C Issuer No Issuing Lender shall not amend any Letter of Credit if the L/C Issuer such Issuing Lender would not be permitted at such time to issue the such Letter of Credit in its amended form under the terms hereof.
(ve) The L/C Issuer No Issuing Lender shall be under no any obligation to amend any Letter of Credit if (A) the L/C Issuer such Issuing Lender 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.
(vif) The L/C Issuer Each Issuing Lender shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer such Issuing Lender shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section Article 9 with respect to any acts taken or omissions suffered by the L/C Issuer such Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section Article 9 included the L/C Issuer such Issuing Lender with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuersuch Issuing Lender.
Appears in 1 contract
Samples: Credit Agreement (Chesapeake Midstream Partners Lp)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C IssuerIssuer agrees, in reliance upon the agreements of the Revolving Lenders set forth in this Section 2.10 Section, (1) may, from time to time, in its sole discretion, issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its Subsidiaries, and amend Letters of Credit previously issued by it, in accordance with subsection (b) below time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) agrees to honor drawings under the Letters of Credit issued hereunderCredit; and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the aggregate amount of Total Revolving Outstandings shall not exceed the Available Commitments Revolving Facility, (y) the Revolving Exposure of any Revolving Lender shall not be less than zero Dollars ($0)exceed such Lender’s Revolving Commitment, and (yz) the Outstanding Amount of the 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 (subject to the discretion of the L/C Issuer)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 in accordance with the terms hereofreimbursed.
(ii) The L/C Issuer shall not issue any Letter of Credit, Credit if:: SV\1166258.1
(1A) subject to Section 2.03(b)(iv), the expiry date of the requested Letter of Credit would occur more than twelve (12) months after the date of issuance or the last extension of such Letter of Creditextension, unless the Required Lenders have approved such expiry date; or
(2B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry date.
(iii) The L/C Issuer shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer shall not be under any obligation to issue any Letter of Credit if:
(1A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the Letter of Credit, or any law Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the L/C Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good xxxxx xxxxx material to it;
(2B) the issuance of the Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;
(3C) 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 $100,00050,000;
(4D) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative CurrencyEuros;
(5) other than in the case of a Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, 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
(6E) any Revolving Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Revolving Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(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 the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or
(F) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.
(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.
(v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time to issue the such Letter of Credit SV\1166258.1 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 Letter of Credit.
(vi) The L/C Issuer shall act on behalf of the Revolving Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 1 contract
Samples: Credit Agreement (Calix, Inc)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, Bank agrees (A) the L/C Issuer, in reliance upon the agreements of the Lenders set forth in this Section 2.10 (1) may, from time to time, in its sole discretion, issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its Subsidiaries, and amend Letters of Credit previously issued by it, in accordance with subsection (b) below 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 Borrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2B) agrees to honor drawings under the Letters of Credit issued hereunder; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and its Subsidiaries and any drawings thereunderCredit; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x1) the aggregate amount of the Available Commitments of any Lender Total Outstandings shall not be less than zero Dollars ($0)exceed the Commitment Amount, and (y2) the Outstanding Amount of the 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 (subject to the discretion of the L/C Issuer)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 in accordance with the terms hereofreimbursed.
(ii) The L/C Issuer Bank shall not be under any obligation to issue any Letter of Credit, Credit if:
(1A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or the last extension of such Letter of Creditextension, unless the Required Lenders have Bank has approved such expiry date; or
(2B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have Bank has approved such expiry date.
(iii) The L/C Issuer shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer shall not be under any obligation to issue any Letter of Credit if:
(1C) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer Bank from issuing the Letter of Credit, or any law Law applicable to the L/C Issuer Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer Bank shall prohibit, or request that the L/C Issuer Bank refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the L/C Issuer Bank with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer Bank in good xxxxx xxxxx material to it;
(2D) the issuance of the Letter of Credit would violate one or more policies of the L/C Issuer Bank applicable to letters of credit generally;
(3E) except as otherwise agreed by the Administrative Agent and the L/C IssuerBank, the Letter of Credit is in an initial stated amount less than $100,000;
(4F) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative CurrencyDollars;
(5G) other than in the case of a Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, 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
(6) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the L/C Issuer with the Borrower or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter contains any provisions for automatic reinstatement of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretionstated amount after any drawing thereunder.
(iviii) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.
(v) The L/C Issuer Bank shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(vi) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 1 contract
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C IssuerIssuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.10 2.03, (1) may, from time to time, in its sole discretion, issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its Subsidiaries, and amend Letters of Credit previously issued by it, in accordance with subsection (b) below 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 Borrower or any of its Subsidiaries, and to amend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) agrees to honor drawings under the Letters of Credit issued hereunderCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and or any of its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the aggregate amount of Total Revolving Credit Outstandings shall not exceed the Available Commitments Line Cap, (y) the Revolving Credit Exposure of any Revolving Credit Lender shall not be less than zero Dollars ($0)exceed such Lender’s Revolving Credit Commitment, and (yz) the Outstanding Amount of the 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 (subject to the discretion of the L/C Issuer)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 in accordance with the terms hereofreimbursed.
(ii) The L/C Issuer shall not issue any Letter of Credit, Credit if:
(1A) the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or the last extension of such Letter of Credit, unless the Required Lenders have approved such expiry dateissuance; or
(2B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date; provided that, unless all notwithstanding anything herein to the Lenders have approved contrary, the Borrower and the L/C Issuer may, without the approval or consent of any other party, agree to backstop, cash collateralize or extend the maturity of a Letter of Credit the expiry date of which might occur after the Letter of Credit Expiration Date, including by allowing such expiry dateLetter of Credit to automatically renew in accordance with its terms and subject to such agreement.
(iii) The L/C Issuer shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer shall not be under any obligation to issue any Letter of Credit if:
(1A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the Letter of Credit, or any law Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the L/C Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good xxxxx xxxxx material to it;
(2B) the issuance of the Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;
(3C) 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 $100,000;
(4D) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative CurrencyDollars;
(5E) other than in the case of a such Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, the L/C Issuer does not as contains any provisions for automatic reinstatement of the issuance date of the requested Letter of Credit issue Letters of Credit in the requested currencystated amount after any drawing thereunder; or
(6F) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.14(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 the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion.
(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.
(v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) 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, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(viv) The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Monitronics International Inc)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C IssuerIssuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.10 Section, (1) may, from time to timetime on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, in its sole discretion, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below on any Business Day during the period from the Closing Date until the Letter of Credit Expiration DateSection 2.03(b), and (2) agrees to honor drawings under the Letters of Credit issued hereunderCredit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and 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, (x) the aggregate amount of Outstanding Amount shall not exceed the Available Commitments Facility, (y) the Revolving Exposure of any Lender shall not be less than zero Dollars ($0)exceed such Lender’s Commitment, and (yz) the Outstanding Amount of the 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 (subject to the discretion of the L/C Issuer)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 in accordance with the terms hereofreimbursed.
(ii) The L/C Issuer shall not issue any Letter of Credit, Credit if:
(1A) subject to Section 2.03(b)(iv), the expiry date of the requested Letter of Credit would occur more than twelve (12) months after the date of issuance or the last extension of such Letter of Creditextension, unless the Required Lenders have approved such expiry date; or
(2B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date.
(iii) The L/C Issuer shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer shall not be under any obligation to issue any Letter of Credit if:
(1A) any applicable order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the Letter of Credit, or any law Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the L/C Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good xxxxx xxxxx material to it;
(2B) the issuance of the Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;
(3C) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the such Letter of Credit is in an initial stated amount less than Fifty Thousand Dollars ($100,00050,000);
(4D) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;
(5) other than in the case of a Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, 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
(6E) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably 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 2.15(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 the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;
(F) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(G) 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.
(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.
(v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) 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, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(vi) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 1 contract
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, :
(A) the L/C IssuerIssuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.10 2.03, (1I) may, from time to time, in its sole discretion, issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its Subsidiaries, and amend Letters of Credit previously issued by it, in accordance with subsection (b) below 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 Borrower or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b); and (2II) agrees to honor drawings under the Letters of Credit issued hereunderCredit; and and
(B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and or its Subsidiaries and any drawings thereunder; provided that provided, that, after giving effect to any L/C Credit Extension with respect to any Letter of Credit: (I) the Total Outstandings shall not exceed the Aggregate Commitments minus the Reserves, (xII) the aggregate amount of the Available Commitments Revolving Credit Exposure of any Lender shall not be less than zero Dollars ($0)exceed such Lender’s Commitment, and (yIII) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance of, or amendment of to, 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 (subject to the discretion of the L/C Issuer)may, during the foregoing period, obtain Letters of Credit to replace other Letters of Credit that have expired or that have been drawn upon and reimbursed in accordance with the terms hereofreimbursed.
(ii) The L/C Issuer shall not issue any Letter of Credit, Credit if:
(1A) subject to Section 2.03(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 the last extension of such Letter of Creditextension, unless the Required Lenders Administrative Agent and the L/C Issuer in their sole discretion have approved such expiry date; or
(2B) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date.
(iii) The L/C Issuer shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer shall not be under any obligation to issue any Letter of Credit if:
: (1A) any order, judgment or decree of any Governmental Authority or arbitrator shall shall, by its terms terms, purport to enjoin or restrain the L/C Issuer from issuing the such Letter of Credit, or any law Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, prohibit or request that the L/C Issuer refrain from, from the issuance of letters of credit generally or the such Letter of Credit in particular particular, or shall impose upon the L/C Issuer with respect to the such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which that was not applicable on the Closing Date and which that the L/C Issuer in good xxxxx xxxxx material to it;
; (2B) the issuance of the such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;
; (3C) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the such Letter of Credit is in an initial stated amount that is less than $100,000;
; (4D) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;
Dollars; (5) other than in the case of a Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, 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
(6E) any Lender is is, at that time time, a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, arrangements reasonably 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 2.15(a)(iv)) with respect to the such Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (F) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.
(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the such Letter of Credit in its amended form under the terms hereof.
(v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) 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, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(vi) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 1 contract
Samples: Credit, Security and Guaranty Agreement (World Wrestling Entertainmentinc)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C IssuerIssuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.10 (1) may, from time to time, in its sole discretion, issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its Subsidiaries, and amend Letters of Credit previously issued by it, in accordance with subsection (b) below time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, and (2) agrees to honor drawings under issue Letters of Credit issued hereunder; and (B) the Lenders severally agree to participate denominated in Letters of Credit issued Dollars for the account of the Borrower or any other Loan Party, and its Subsidiaries to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and any (2) to honor drawings thereunderunder the Letters of Credit; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the aggregate amount Outstanding Amount of the Available Commitments of any Lender Revolving Loans and L/C Obligations shall not be less than zero Dollars exceed the lesser of ($0), A) the Revolving Commitment and (B) the Borrowing Base and (y) the Outstanding Amount of the 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 (subject to the discretion of the L/C Issuer)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 in accordance with the terms hereofreimbursed.
(ii) The L/C Issuer shall not issue any Letter of Credit, Credit if:
(1A) subject to Section 2.03(b)(iii), the expiry date of the such requested Letter of Credit would occur more than twelve months after the date of issuance or the last extension of such Letter of Creditextension, unless the Required Lenders have L/C Issuer has approved such expiry date; or
(2B) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have L/C Issuer has approved such expiry date.
(iii) The L/C Issuer shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer shall not be under any obligation to issue any Letter of Credit if:
(1A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the such Letter of Credit, or any law Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that 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 the L/C Issuer with respect to the such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good xxxxx xxxxx material to it;
(2B) the issuance of the such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;; or
(3C) 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 $100,000;
(4) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;
(5) other than in the case of a Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, 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
(6) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the L/C Issuer with the Borrower or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure 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 the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion.
(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.
(v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) 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, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(vi) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 1 contract
Samples: Credit Agreement (Chegg, Inc)
The Letter of Credit Commitment. (i) i. Subject to the terms and conditions set forth herein, (A) the L/C IssuerIssuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.10 Section, (1) may, from time to timetime on any Business Day during the period from the Restatement Effective Date until the Letter of Credit Expiration Date, in its sole discretion, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its Subsidiariesany Borrower, and to amend Letters of Credit previously issued by it, in accordance with subsection (b) below on any Business Day during the period from the Closing Date until the Letter of Credit Expiration DateSection 2.03(b), and (2) agrees to honor drawings under the Letters of Credit issued hereunderCredit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the any Borrower and its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (w) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, (x) the aggregate amount of the Available Commitments Revolving Credit Exposure of any Revolving Credit Lender shall not be less than zero Dollars ($0)exceed such Lender’s Revolving Credit Commitment, and (y) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit SublimitSublimit and (z) Overall Excess Availability shall be greater than $0. 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 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 may (subject to the discretion of the L/C Issuer)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 in accordance with the terms hereofreimbursed.
(ii) . The L/C Issuer shall not issue any Letter of Credit, Credit if:
(1A) the expiry date of the requested Letter of Credit would occur more than twelve (12) months after the date of issuance or the last extension of such Letter of Creditissuance, unless the Required Lenders have approved such expiry datedate (but provisions for automatic renewal may be included to the extent permitted by the L/C Issuer); or
(2B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit Lenders have approved such expiry date.
(iii) . The L/C Issuer shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer shall not be under any obligation to issue any Letter of Credit if:
(1A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the Letter of Credit, or any law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the L/C Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Restatement Effective Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Restatement Effective Date and which the L/C Issuer in good xxxxx xxxxx material to it;
(2B) the issuance of the Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;
(3C) except as otherwise agreed by the Administrative Revolver Agent and the L/C Issuer, the Letter of Credit is in an initial stated amount less than $100,000;
(4D) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative CurrencyDollars;
(5) other than in the case of a Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, 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
(6E) any Revolving Credit Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the L/C Issuer (in its reasonable discretion) with the Borrower Borrowers or such Revolving Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.16(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 the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole reasonable discretion; or
(F) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.
(iv) . The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.
(v) v. The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) 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, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(vi) . The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent and/or the Revolver Agent in Section 9 Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” or “Revolver Agent” as used in Section 9 Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 1 contract
Samples: Credit Agreement (PetIQ, Inc.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer, in reliance upon the agreements Letter of the Lenders set forth in this Section 2.10 Credit Bank agrees (1) may, from time to time, in its sole discretion, issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its Subsidiaries, and amend Letters of Credit previously issued by it, in accordance with subsection (b) below time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, and (2) agrees to honor drawings under issue Letters of Credit issued hereunder; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Originator, and its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C amend or renew Letters of Credit Extension previously issued by it, in accordance with respect to any Letter of Credit, subsection (xb) the aggregate amount of the Available Commitments of any Lender shall not be less than zero Dollars ($0)below, and (y2) to honor drafts under the Outstanding Amount Letters of the 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 sentenceCredit. 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 (subject to the discretion of the L/C Issuer)Originator 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 in accordance with the terms hereofexpired.
(ii) The L/C Issuer shall not issue any Letter of Credit, if:
(1) the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or the last extension of such Letter of Credit, unless the Required Lenders have approved such expiry date; or
(2) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date.
(iii) The L/C Issuer Bank shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer shall not be under any no obligation to issue any Letter of Credit if:
(1) any order, judgment or decree of any Governmental Authority Official Body or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer Letter of Credit Bank from issuing the such Letter of Credit, or any law Law applicable to the L/C Issuer Letter of Credit Bank or any request or directive (whether or not having the force of law) from any Governmental Authority Official Body with jurisdiction over the L/C Issuer Letter of Credit Bank shall prohibit, or request that the L/C Issuer Letter of Credit Bank refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon the L/C Issuer Letter of Credit Bank with respect to the such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer Letter of Credit Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer Letter of Credit Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer Letter of Credit Bank in good xxxxx xxxxx material to it;
(2) the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal,
(3) the issuance of such Letter of Credit would cause (A) the Net Investment plus the L/C Participation Amount to exceed the Maximum Net Investment or (B) the sum of the Net Investment and the L/C Participation Amount and Required Reserves to exceed the sum of the Net Pool Balance and the Cash Collateralization Amount;
(4) a Termination Event shall have occurred or be deemed to have occurred hereunder,
(5) the issuance of such Letter of Credit would violate one or more generally applicable policies of the L/C Issuer applicable to letters Letter of credit generally;Credit Bank; or
(36) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the such Letter of Credit is in an initial stated a face amount less than $100,000;
(4) except 50,000, or is to be used for a purpose other than self-insurance purposes for the benefit of the Originator or Overnite Corporation, or as otherwise agreed to by the Administrative Agent and the L/C Issuer, the Letter of Credit is Bank from time to be time, or denominated in a currency other than Dollars or an Alternative Currency;Dollars.
(5iii) other than in the case of a The Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, 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
(6) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the L/C Issuer with the Borrower or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure 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 the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion.
(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.
(v) The L/C Issuer Bank shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer Letter of Credit Bank 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) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 1 contract
Samples: Transfer and Administration Agreement (Overnite Corp)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuereach Fronting Bank agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.10 2.03, (1) may, from time to timetime on any Business Day during the Availability Period, in its sole discretion, to issue Fronted Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its Subsidiariesany Loan Party, and to amend or extend Fronted Letters of Credit previously issued by it, in accordance with subsection (b) below on any Business Day during but in each case solely to the period from extent it has separately and in its sole discretion agreed with the Closing Date until the Letter of Credit Expiration DateBorrower to do so, and (2) agrees to honor drawings under such Fronted Letters of Credit issued hereunderCredit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the aggregate amount of the Available Commitments of any Lender shall not be less than zero Dollars ($0), and (y) the Outstanding Amount of the 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 (subject to the discretion of the L/C Issuer), during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed in accordance with the terms hereof.Lenders
(ii) The L/C Issuer Applicable Issuing Party shall not issue any Letter of Credit, if:
: (1A) subject to Section 2.03(b)(iii), the expiry date of the such requested Letter of Credit would occur more than twelve months after the date of issuance or the last extension of such Letter of Creditextension, unless the Required Lenders have approved such expiry date; or
(2B) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all provided that any Letter of Credit may expire after such date (but in any event, no later than the Lenders have approved such expiry date.first
(iii) The Neither any L/C Issuer shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, nor the L/C Issuer Administrator shall not be under any obligation to issue any Letter of Credit if:
: (1A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer such Person from issuing the such Letter of Credit, or any law Law applicable to the L/C Issuer such Person or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer such Person shall prohibit, or request that the L/C Issuer such Person refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon the L/C Issuer such Person with respect to the such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer such Person is not otherwise compensated hereunder) not in effect on the Closing Effective Date, or shall impose upon the L/C Issuer such Person any unreimbursed loss, cost or expense which was not applicable on the Closing Effective Date and which the L/C Issuer such Person in good xxxxx xxxxx material to it;
; (2B) the issuance of the such Letter of Credit would violate one or more policies of the L/C Issuer applicable such Person related to letters of credit generally;
; (3C) except as otherwise agreed by the Administrative Agent and the L/C IssuerApplicable Issuing Party, the such Letter of Credit is in an initial stated amount less than $100,000;
; (4D) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;
(5) other than in the case of a Several Letter of Credit, such Letter of Credit denominated is not substantially in Dollarsthe form of Exhibit E (provided that the Applicable Issuing Party may agree to reasonable changes to such form, Canadian Dollars, Euros or Sterling, not adverse to the L/C Issuer does not as interests of the issuance date Lenders, necessary to satisfy any then applicable requirements of the requested applicable insurance regulators); (E) only with respect to (1) a Fronted Letter of Credit issue Letters or (2) a Several Letter of Credit in the requested currency; or
(6) as to which such Defaulting Lender is a Participating Bank, any Lender is at that the applicable time a Defaulting LenderLender and the Fronting Bank has (or after giving effect to the issuance of such Letter of Credit will have) Fronting Exposure (after giving effect to Section 2.15(c)), unless the L/C Issuer Fronting Bank has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the L/C Issuer with the Borrower or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure 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 the L/C Issuer has actual or potential Fronting Exposure, as it may elect Bank (in its sole discretion.) with such Defaulting Lender or the Borrower to eliminate the Fronting Bank’s Fronting Exposure (after giving effect to
(iv) The L/C Issuer No Applicable Issuing Party shall not amend any Letter of Credit if the L/C Issuer such Applicable Issuing Party would not be permitted at such time to issue the such Letter of Credit in its amended form under the terms hereof.
(v) The L/C Issuer Applicable Issuing Party shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer Applicable Issuing Party 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) The L/C Administrator is hereby authorized to execute and deliver each Several Letter of Credit and each amendment to a Several Letter of Credit on behalf of each Lender (unless such Lender has delivered a Participating Notice which is applicable to such Several Letter of Credit and has not been withdrawn). The L/C Administrator shall use the Applicable Percentage of an L/C Issuer under each Several Letter of Credit provided that the applicable Fronting Bank for such Participating Bank shall be severally (and not jointly) liable for an amount equal to its Applicable Percentage under the Facility plus the Applicable Percentage of each Participating Bank. The L/C Administrator shall not amend any Several Letter of Credit to change the “Commitment Shares” of a Lender or add or delete a Lender liable thereunder unless such amendment is done in connection with an assignment in accordance with Section 10.06, a change in the Lenders and/or the Applicable Percentages under the Facility as a result of any increase in the Aggregate Commitments pursuant to Section 2.14 or any other addition or replacement of a Lender in accordance with the terms of this Agreement or a change in status of a Lender as a Participating Bank. Each Lender hereby irrevocably constitutes and appoints the L/C Administrator its true and lawful attorney-in-fact for and on behalf of such Lender with full power of substitution and revocation in its own name or in the name of the L/C Administrator to issue, execute and deliver, as the case may be, each Several Letter of Credit and each amendment to a Several Letter of Credit and to carry out the purposes of this Agreement with respect to Several Letters of Credit. Upon request, each Lender shall execute such powers of attorney or other documents as any beneficiary of any Several Letter of Credit may reasonably request to evidence the authority of the L/C Administrator to execute and deliver such Several Letter of Credit and any amendment or other modification thereto on behalf of the Lenders.
(vii) The Applicable Issuing Party shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.,
Appears in 1 contract
Samples: Credit Agreement (Globe Life Inc.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, the Lender agrees (A) the L/C Issuer, in reliance upon the agreements of the Lenders set forth in this Section 2.10 (1) may, from time to time, in its sole discretion, issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its Subsidiaries, and amend Letters of Credit previously issued by it, in accordance with subsection (b) below time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, and (2) agrees to honor drawings under issue Letters of Credit issued hereunder; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Borrower, and its Subsidiaries to amend Letters of Credit previously issued by it, in accordance with subsection (b) below, and any (B) to honor drawings thereunderunder the Letters of Credit; provided that after giving effect the Lender shall not be obligated to make any L/C Credit Extension with respect to any Letter of CreditCredit if as of the date of such L/C Credit Extension, (xy) the aggregate amount of Total Outstandings would exceed the Available Commitments of any Lender shall not be less than zero Dollars Commitment or ($0), and (yz) the Outstanding Amount of the L/C Obligations shall not would 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 (subject to the discretion of the L/C Issuer)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 in accordance with the terms hereofreimbursed.
(ii) The L/C Issuer Lender shall not issue any Letter of Credit, Credit if:
(1A) the expiry date of the such requested Letter of Credit would occur more than twelve months after the date of issuance or the last extension of such Letter of Creditissuance, unless the Required Lenders have Lender has approved such expiry date; or
(2B) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have Lender has approved such expiry date.
(iii) The L/C Issuer shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer Lender shall not be under any obligation to issue any Letter of Credit if:
(1A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer Lender from issuing the such Letter of Credit, or any law Law applicable to the L/C Issuer Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer Lender shall prohibit, or request that the L/C Issuer Lender refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon the L/C Issuer Lender with respect to the such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer Lender in good xxxxx fxxxx xxxxx material to it;
(2B) the issuance of the such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generallyLender;
(3C) except as otherwise agreed by the Administrative Agent and the L/C IssuerLender, the such Letter of Credit is in an initial stated amount less than $100,000500,000;
(4D) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;
(5) other than in the case of a Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, 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
(6E) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the L/C Issuer with the Borrower or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter contains any provisions for automatic reinstatement of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretionstated amount after any drawing thereunder.
(iv) The L/C Issuer Lender shall not amend any Letter of Credit if the L/C Issuer Lender would not be permitted at such time to issue the such Letter of Credit in its amended form under the terms hereof.
(v) The L/C Issuer Lender shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer Lender 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) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 1 contract
Samples: Credit Agreement (Qad Inc)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C IssuerIssuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.10 2.03 , (1) may, from time to time, in its sole discretion, issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its Subsidiaries, and amend Letters of Credit previously issued by it, in accordance with subsection (b) below time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) agrees to honor drawings under the Letters of Credit issued hereunderCredit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and 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, (x) the aggregate amount of Total Revolving Outstandings shall not exceed the Available Commitments Aggregate Revolving Commitments, (y) the Revolving Credit Exposure of any Lender shall not be less than zero Dollars ($0), exceed such Lender’s Revolving Commitment and (yz) the Outstanding Amount of the 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 (subject to the discretion of the L/C Issuer)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 in accordance with the terms hereofreimbursed.
(ii) The L/C Issuer shall not issue any Letter of Credit, Credit if:
(1A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or the last extension of such Letter of Creditextension, unless the Required Lenders (other than Defaulting Lenders) holding a majority of the Revolving Credit Exposure have approved such expiry date; or
(2B) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders that have Revolving Commitments have approved such expiry date.
(iii) The L/C Issuer shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer shall not be under any obligation to issue any Letter of Credit if:
(1A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the such Letter of Credit, or any law Law applicable to the L/C Issuer or any request or directive (whether or not having the force of lawLaw) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that 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 the L/C Issuer with respect to the such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good xxxxx fxxxx xxxxx material to it;
(2B) the issuance of the such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;
(3C) 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 $100,000;
(4) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative CurrencyDollars;
(5) other than in the case of a Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, 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
(6D) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably 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 2.15(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 the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or
(E) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.
(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.
(v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) 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, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(vi) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 1 contract
Samples: Credit Agreement (Natural Grocers by Vitamin Cottage, Inc.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuereach Issuing Bank agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.10 2.5, (1) may, from time to timetime on any Business Day during the period from the Amendment Effective Date to the Letter of Credit Expiration Date, in its sole discretion, to issue Letters of Credit denominated in U.S. Dollars or in one or more Alternative other Available Currencies for the account of the Borrower Company (or jointly for the account of the Company and its Subsidiariesany Subsidiary), and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below on any Business Day during the period from the Closing Date until the Letter of Credit Expiration DateSection 2.5(b), and (2) agrees to honor drawings under the Letters of Credit issued hereunderCredit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and Company 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, (x) the aggregate Total Outstandings shall not exceed the Aggregate Commitments, (y) no Lender’s Credit Exposure shall exceed the amount of the Available Commitments of any Lender shall not be less than zero Dollars ($0)such Lender’s Commitment, and (yz) the Outstanding Amount of the L/C Obligations shall not exceed the 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 may (subject to the discretion of the L/C Issuer)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 in accordance with the terms hereofreimbursed.
(ii) The L/C Issuer No Issuing Bank shall not issue any Letter of Credit, if:
(1A) subject to Section 2.5(b)(iii), the expiry date of the such requested Letter of Credit would occur more than twelve fifteen months after the date of issuance or last extension; provided that such expiry date may be up to eighteen months after the date of issuance or last extension of such Letter of Credit, unless if the Required Lenders have approved such expiry date; or
(2B) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have such Issuing Bank has approved such expiry datedate and such Letter of Credit is Cash Collateralized; provided that such expiry date shall not in any event be more than 180 days after the Letter of Credit Expiration Date.
(iii) The L/C Issuer No Issuing Bank shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer shall not be under any obligation to issue any Letter of Credit if:
(1A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer such Issuing Bank from issuing the such Letter of Credit, or any law Law applicable to the L/C Issuer such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer such Issuing Bank shall prohibit, or request that the L/C Issuer such Issuing Bank refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon the L/C Issuer such Issuing Bank with respect to the such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Amendment Effective Date, or shall impose upon the L/C Issuer such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Amendment Effective Date and which the L/C Issuer such Issuing Bank in good xxxxx xxxxx material to it;
(2B) the issuance of the such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generallysuch Issuing Bank;
(3C) except as otherwise agreed by the Administrative Agent and the L/C Issuersuch Issuing Bank, the such Letter of Credit is in an initial stated face amount less than a Dollar Equivalent of $100,000;
(4D) except as otherwise agreed by the Administrative Agent and the L/C Issuersuch Issuing Bank, the such Letter of Credit is to be denominated in a currency other than US Dollars or an Alternative another Available Currency;
(5E) other than in the case of a Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, the L/C Issuer such Issuing Bank does not as of the issuance date of the such requested Letter of Credit issue Letters letters of Credit credit in the requested currency; or
(6F) any Lender is at that such time a Defaulting Lender, unless the L/C Issuer such Issuing Bank has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the L/C Issuer such Issuing Bank (in its sole discretion) with the Borrower Company or such Lender to eliminate the L/C Issuersuch Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22) 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 the L/C Issuer such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion.
(iv) The L/C Issuer No Issuing Bank shall not amend any Letter of Credit if the L/C Issuer such Issuing Bank would not be permitted permitted, or otherwise would not have an obligation, at such time to issue the such Letter of Credit in its amended form under the terms hereof.
(v) The L/C Issuer No Issuing Bank shall be under no any obligation to amend any Letter of Credit if (A) 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, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(vi) The L/C Issuer Each 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 Issuer each Issuing Bank shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 Article VIII with respect to any acts taken or omissions suffered by the L/C Issuer such Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer L/C-Related Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 Article VIII included the L/C Issuer each Issuing Bank with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C IssuerIssuing Banks.
Appears in 1 contract
Samples: Credit Agreement (Pentair Inc)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, the Lender agrees (A) the L/C Issuer, in reliance upon the agreements of the Lenders set forth in this Section 2.10 (1) may, from time to time, in its sole discretion, issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its Subsidiaries, and amend Letters of Credit previously issued by it, in accordance with subsection (b) below time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, and (2) agrees to honor drawings under issue Letters of Credit issued hereunder; and (B) the Lenders severally agree to participate in Letters of Credit issued Dollars for the account of the Borrower or any of its Subsidiaries, and its Subsidiaries to amend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and any (B) to honor drawings thereunderunder the Letters of Credit; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the aggregate amount of the Available Commitments of any Lender Total Revolving Outstandings shall not be less than zero Dollars ($0), exceed the Revolving Commitment and (y) the Outstanding Amount of the 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 (subject to the discretion of the L/C Issuer)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 in accordance with the terms hereofreimbursed.
(ii) The L/C Issuer Lender shall not be under any obligation to issue any Letter of Credit, Credit if:
(1A) the expiry date of the requested Letter of Credit would occur more than twelve (12) months after the date of issuance or the last extension of such Letter of Creditissuance, unless the Required Lenders have Lender has approved such expiry date; or;
(2B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have Lender has approved such expiry date.;
(iii) The L/C Issuer shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer shall not be under any obligation to issue any Letter of Credit if:
(1C) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer Lender from issuing the Letter of Credit, or any law Law applicable to the L/C Issuer Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer Lender shall prohibit, or request that the L/C Issuer Lender refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the L/C Issuer Lender with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer Lender in good xxxxx xxxxx material to it;
(2D) the issuance of the Letter of Credit would violate one or more policies of the L/C Issuer Lender applicable to letters of credit generally;
(3E) except as otherwise agreed by the Administrative Agent and the L/C IssuerLender, the Letter of Credit is in an initial stated amount less than $100,00040,000;
(4F) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;
(5) other than in the case of a Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, 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
(6G) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the L/C Issuer with the Borrower or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter contains any provisions for automatic reinstatement of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion.stated amount after any drawing thereunder;
(iviii) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.
(v) The L/C Issuer Lender shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer Lender 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 Letter of Credit.
(vi) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 1 contract
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C IssuerIssuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.10 2.03 , (1) may, from time to time, in its sole discretion, issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its Subsidiaries, and amend Letters of Credit previously issued by it, in accordance with subsection (b) below time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of the any Loan Party or any Subsidiary, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) agrees to honor drawings under the Letters of Credit issued hereunderCredit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and its Subsidiaries any Loan Party or any Subsidiary and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the aggregate amount of Total Revolving Outstandings shall not exceed the Available Commitments Aggregate Revolving Commitments, (y) the Revolving Credit Exposure of any Lender shall not be less than zero Dollars ($0), exceed such Lender’s Revolving Commitment and (yz) the Outstanding Amount of the 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 (subject to the discretion of the L/C Issuer)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 in accordance with the terms hereofreimbursed.
(ii) The L/C Issuer shall not issue any Letter of Credit, Credit if:
(1A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or the last extension of such Letter of Creditextension, unless the Required Lenders (other than Defaulting Lenders) holding a majority of the Revolving Credit Exposure have approved such expiry date; or
(2B) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders that have Revolving Commitments have approved such expiry date.
(iii) The L/C Issuer shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer shall not be under any obligation to issue any Letter of Credit if:
(1A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the such Letter of Credit, or any law Law applicable to the L/C Issuer or any request or directive (whether or not having the force of lawLaw) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that 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 the L/C Issuer with respect to the such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good xxxxx xxxxx material to it;
(2B) the issuance of the such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;
(3C) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the such Letter of Credit is in an initial stated amount less than $100,000;
(4D) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative CurrencyDollars;
(5) other than in the case of a Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, 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
(6E) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably 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 2.15(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 the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or
(F) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.
(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.
(v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) 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, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(vi) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 1 contract
Samples: Credit Agreement (Infrastructure & Energy Alternatives, Inc.)
The Letter of Credit Commitment. (i) i. Subject to the terms and conditions set forth herein, (A) the L/C IssuerIssuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.10 2.03, (1) may, from time to time, in its sole discretion, issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its Subsidiaries, and amend Letters of Credit previously issued by it, in accordance with subsection (b) below time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) agrees to honor drawings under the Letters of Credit issued hereunderCredit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and 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, (x) the aggregate amount of Total Revolving Outstandings shall not exceed the Available Commitments Aggregate Revolving Commitments, (y) the Revolving Credit Exposure of any Lender shall not be less than zero Dollars ($0), exceed such Lender’s Revolving Commitment and (yz) the Outstanding Amount of the 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 (subject to the discretion of the L/C Issuer)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 in accordance with the terms hereofreimbursed.
(ii) . The L/C Issuer shall not issue any Letter of Credit, Credit if:
(1) . subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or the last extension of such Letter of Creditextension, unless the Required Lenders (other than Defaulting Lenders) holding a majority of the Revolving Credit Exposure have approved such expiry date; or
(2) . the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration date that is 12 months after the Maturity Date, unless all the Lenders that have Revolving Commitments have approved such expiry date.
(iii) . The L/C Issuer shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer shall not be under any obligation to issue any Letter of Credit if:
(1) . any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the such Letter of Credit, or any law Law applicable to the L/C Issuer or any request or directive (whether or not having the force of lawLaw) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that 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 the L/C Issuer with respect to the such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good xxxxx xxxxx material to it;
(2) . the issuance of the such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;
(3) . except as otherwise agreed by the Administrative Agent and the L/C Issuer, the such Letter of Credit is in an initial stated amount less than $100,000;
(4) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the . such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative CurrencyDollars;
(5) other than in the case of a Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, 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
(6) . any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably 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 2.15(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 the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or
6. such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.
(iv) . The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.
(v) v. The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) 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, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(vi) . The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 1 contract
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C IssuerIssuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.10 2.03, (1) may, from time to time, in its sole discretion, issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its Subsidiaries, and amend Letters of Credit previously issued by it, in accordance with subsection (b) below time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower or any Subsidiary, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) agrees to honor drawings under the Letters of Credit issued hereunderCredit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and its Subsidiaries or any Subsidiary and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the aggregate amount of Total Revolving Outstandings shall not exceed the Available Commitments Aggregate Revolving Commitments, (y) the Revolving Credit Exposure of any Lender shall not be less than zero Dollars ($0), exceed such Lender’s Revolving Commitment and (yz) the Outstanding Amount of the 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 (subject to the discretion of the L/C Issuer)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 in accordance with the terms hereofreimbursed.
(ii) The L/C Issuer shall not issue any Letter of Credit, Credit if:
(1A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or the last extension of such Letter of Creditextension, unless the Required Lenders (other than Defaulting Lenders) holding a majority of the Revolving Credit Exposure (other than the Revolving Credit Exposure with respect to any Defaulting Lender) have approved such expiry date; or
(2B) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders that have Revolving Commitments have approved such expiry date.
(iii) The L/C Issuer shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer shall not be under any obligation to issue any Letter of Credit if:
(1A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the such Letter of Credit, or any law Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, prohibit the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to the such Letter of Credit any material restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good xxxxx xxxxx material to it;
(2B) the issuance of the such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;
(3C) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the such Letter of Credit is in an initial stated amount less than $100,000500,000;
(4D) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative CurrencyDollars;
(5) other than in the case of a Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, 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
(6E) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the L/C Issuer (in its sole discretion reasonably exercised) with the Borrower or such Defaulting Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(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 the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretiondiscretion reasonably exercised; or
(F) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.
(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the such Letter of Credit in its amended form under the terms hereof.
(v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) 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, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(vi) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 Article X with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 Article X included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 1 contract
Samples: Credit Agreement (OCI Resources LP)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C IssuerIssuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.10 Subsection 2.13, (1) may, from time to timetime on any Business Day during the period from the date of effectiveness of Amendment No.1 to this Agreement until the Letter of Credit Expiration Date, in its sole discretion, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Datebelow, and (2) agrees to honor drawings under the Letters of Credit issued hereunder; Credit, and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and 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, (x) the aggregate amount of the Available Commitments of any Lender Principal Debt shall not be less than zero Dollars ($0)exceed the Aggregate Commitment, and (y) the Outstanding Amount of the 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 L/C Credit Extension shall be deemed to be a representation by the Borrower that the such 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 (subject to the discretion of the L/C Issuer)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 in accordance with the terms hereofreimbursed.
(ii) The L/C Issuer shall not issue any Letter of CreditCredit if (i) subject to Section 2.13(b)(iii), if:
(1) the expiry date of the such requested Letter of Credit would occur more than twelve months after the date of issuance or the last extension of such Letter of Creditextension, unless the Required Lenders have approved such expiry date; or
, or (2ii) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date.
(iii) The L/C Issuer shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer shall not be under any obligation to issue any Letter of Credit if:
: (1A) any order, judgment or decree of any Governmental Authority or arbitrator of competent jurisdiction shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the such Letter of Credit, or any law Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that 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 the L/C Issuer with respect to the such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good xxxxx xxxxx material to it;
, (2) the issuance of the Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;
(3B) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the such Letter of Credit is in an initial stated amount less than $100,000;
, (4C) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;
Dollars, (5D) other than in the case of a such Letter of Credit denominated in Dollarscontains any provisions for the automatic reinstatement of the stated amount after any drawing thereunder, Canadian Dollars, Euros (E) the issuance of such Letter of Credit would violate one or Sterling, more policies of the L/C Issuer does not as Issuer, or (F) a default of the issuance date of the requested Letter of Credit issue Letters of Credit in the requested currency; or
(6any Lender’s obligations to fund under Subsection 2.13(c) any Lender is at that time a Defaulting Lenderexists, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the L/C Issuer arrangements with the Borrower or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure 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 the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretionsuch Lender.
(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the such Letter of Credit in its amended form under the terms hereofhereof and shall not amend any Letter of Credit without the consent of the Borrower.
(v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) 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, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(vi) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 1 contract
The Letter of Credit Commitment. (ia) Subject to the terms and conditions set forth herein, (A) the L/C IssuerIssuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.10 2.4, (1) may, from time to time, in its sole discretion, issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its Subsidiaries, and amend Letters of Credit previously issued by it, in accordance with subsection (b) below 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 Borrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) agrees to honor drawings under the Letters of Credit issued hereunderCredit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit:
(I) the aggregate unpaid principal balance of all Revolving Loans, together with the aggregate undrawn amount under all outstanding Letters of Credit, shall not exceed the Revolving Credit Commitments; and
(xII) the aggregate outstanding principal amount of the Revolving Loans of any Lender, plus such Lender’s Pro Rata Share of the aggregate amount of the Available Commitments of any Lender shall not be less than zero Dollars ($0), and (y) the Outstanding Amount of the all L/C Obligations shall not exceed the Letter of Credit Sublimitsuch Lender’s Commitment. 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 (subject to the discretion of the L/C Issuer)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 in accordance with the terms hereofreimbursed.
(iib) The L/C Issuer shall not issue any Letter of Credit, if:
(1i) the expiry date of the such requested Letter of Credit would occur more than twelve months after the date of issuance or the last extension of such Letter of Creditextension, unless the Required Lenders have approved such expiry date; or
(2ii) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date.
(iiic) The L/C Issuer shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer shall not be under any obligation to issue any Letter of Credit if:
(1i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the such Letter of Credit, or any applicable law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that 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 the L/C Issuer with respect to the such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good xxxxx fxxxx xxxxx material to it;
(2ii) the issuance of the such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generallyIssuer;
(3iii) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the such Letter of Credit is in an initial stated amount less than $100,00050,000;
(4iv) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative the Funding Currency;
(5v) other than in the case of a such Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, the L/C Issuer does not as contains any provisions for automatic reinstatement of the issuance date of the requested Letter of Credit issue Letters of Credit in the requested currencystated amount after any drawing thereunder; or
(6vi) a default of any Lender’s obligations to fund exists or any Lender is at that such time a Defaulting LenderLender hereunder, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the L/C Issuer arrangements with the Borrower or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure 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 the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretionsuch Lender.
(ivd) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the such Letter of Credit in its amended form under the terms hereof.
(ve) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) 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, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(vif) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 Article 12 with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 Article 12 included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 1 contract
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C IssuerIssuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.10 2.03, (1) may, from time to time, in its sole discretion, issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its Subsidiaries, and amend Letters of Credit previously issued by it, in accordance with subsection (b) below 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 Borrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) agrees to honor drawings under the Letters of Credit issued hereunderCredit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the aggregate amount of Total Revolving Outstandings shall not exceed the Available Commitments Aggregate Revolving Commitments, (y) the Revolving Credit Exposure of any Lender shall not be less than zero Dollars ($0)exceed such Lender’s Revolving Commitment, and (yz) the Outstanding Amount of the 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 CHAR1\1807067v5 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 (subject to the discretion of the L/C Issuer)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 in accordance with the terms hereofreimbursed.
(ii) The L/C Issuer shall not issue any Letter of Credit, if:
(1A) subject to Section 2.03(b)(iii), the expiry date of the such requested Letter of Credit would occur more than twelve months after the date of issuance or the last extension of such Letter of Creditextension, unless all of the Required Lenders have approved such expiry date; or
(2B) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date.
(iii) The L/C Issuer shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer shall not be under any obligation to issue any Letter of Credit if:
(1A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the such Letter of Credit, or any law Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that 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 the L/C Issuer with respect to the such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good xxxxx xxxxx material to it;
(2B) the issuance of the such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;
(3C) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the such Letter of Credit is in an initial stated amount less than $100,000500,000;
(4D) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;
(5) other than in the case of a Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, 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
(6E) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.16(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 the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion.
(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.
(v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time to issue the such Letter of Credit in its amended CHAR1\1807067v5 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) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 1 contract
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C IssuerIssuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.10 2.03, (1) may, from time to time, in its sole discretion, issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its Subsidiaries, and amend Letters of Credit previously issued by it, in accordance with subsection (b) below time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) agrees to honor drawings under the Letters of Credit issued hereunderCredit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and 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, (x) the aggregate amount of Total Revolving Outstandings shall not exceed the Available Commitments Revolving Facility, (y) the Revolving Exposure of any Lender shall not be less than zero Dollars ($0)exceed such Lender’s Revolving Commitment, and (yz) the Outstanding Amount of the 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, 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 (subject to the discretion of the L/C Issuer)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 in accordance with the terms hereofreimbursed.
(ii) The L/C Issuer shall not issue any Letter of Credit, Credit if:
(1A) subject to Section 2.03(b)(iv), the expiry date of the requested Letter of Credit would occur more than twelve (12) months after the date of issuance or the last extension of such Letter of Creditextension, unless the Required Lenders have approved such expiry date; or
(2B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date.
(iii) The L/C Issuer shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer shall not be under any obligation to issue any Letter of Credit if:
(1A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the Letter of Credit, or any law Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the L/C Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good xxxxx xxxxx material to it;
(2B) the issuance of the Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;
(3C) 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 $100,00050,000;
(4D) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;
(5) other than in the case of a Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, 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
(6E) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(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 the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion.
(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.
(v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) 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, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(vi) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 1 contract
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, the Lender agrees (A) the L/C Issuer, in reliance upon the agreements of the Lenders set forth in this Section 2.10 (1) may, from time to time, in its sole discretion, issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its Subsidiaries, and amend Letters of Credit previously issued by it, in accordance with subsection (b) below time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, and (2) agrees to honor drawings under issue Letters of Credit issued hereunder; and (B) the Lenders severally agree to participate in Letters of Credit issued Dollars for the account of the Borrower Borrower, and its Subsidiaries to amend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and any (B) to honor drawings thereunderunder the Letters of Credit; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the aggregate amount of the Available Commitments of any Lender Total Revolving Outstandings shall not be less than zero Dollars ($0), exceed the Revolving Facility and (y) the Outstanding Amount of the 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 (subject to the discretion of the L/C Issuer)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 in accordance with reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto and deemed L/C Obligations, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.
(ii) The L/C Issuer Lender shall not be under any obligation to issue any Letter of Credit, Credit if:
(1A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve (12) months after the date of issuance or the last extension of such Letter of Creditextension, unless the Required Lenders have Lender has approved such expiry date; or
(2B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have Lender has approved such expiry date.
(iii) The L/C Issuer shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer shall not be under any obligation to issue any Letter of Credit if:
(1C) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer Lender from issuing the Letter of Credit, or any law Law applicable to the L/C Issuer Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer Lender shall prohibit, or request that the L/C Issuer Lender refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the L/C Issuer Lender with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer Lender in good xxxxx xxxxx material to it;
(2D) the issuance of the Letter of Credit would violate one or more policies of the L/C Issuer Lender applicable to letters of credit generally;
(3E) except as otherwise agreed by the Administrative Agent and the L/C IssuerLender, the Letter of Credit is in an initial stated amount less than $100,000;
(4F) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is to be denominated in a currency other than Dollars Dollars; or an Alternative Currency;71585517_5
(5G) other than in the case of a Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, 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
(6) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the L/C Issuer with the Borrower or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter contains any provisions for automatic reinstatement of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretionstated amount after any drawing thereunder.
(iviii) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.
(v) The L/C Issuer Lender shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer Lender 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 Letter of Credit.
(vi) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 1 contract
The Letter of Credit Commitment. (ia) Subject to the terms and conditions set forth herein, (A) the L/C Issuereach Issuing Lender agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.10 2.5, (1) may, from time to timetime on any Business Day during the period from the Closing Date until the L/C Expiration Date, in its sole discretion, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its Subsidiariesor any Subsidiary Guarantor, and to amend Letters of Credit previously issued by it, in accordance with subsection (b) below on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Datebelow, and (2) agrees to honor drawings under the Letters of Credit issued hereunderCredit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and its Subsidiaries or any Subsidiary Guarantor and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the aggregate amount Total Revolving Extensions of Credit then outstanding shall not exceed the Available Commitments Revolving Commitments, (y) the Aggregate Exposure of any Lender shall not be less than zero Dollars ($0)exceed such Lender’s Revolving Commitment, and (yz) the Outstanding Amount aggregate amount of the L/C Obligations shall not exceed the Letter of Credit L/C 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 (subject to may, during the discretion of period from the Closing Date through the L/C Issuer), during the foregoing periodExpiration Date, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed in accordance with the terms hereofreimbursed.
(iib) The L/C Issuer No Issuing Lender shall not issue any Letter of Credit, if:
(1i) the expiry date of the such requested Letter of Credit would occur more than twelve thirteen months after the date of issuance or the last extension of such Letter of Creditextension, unless the Required Majority Lenders have approved such expiry date; or
(2ii) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit L/C Expiration Date, unless all the Lenders have approved such expiry date.
(iii) The L/C Issuer shall have no obligation ; except Letters of Credit that are automatically renewed annually and that either terminate in accordance with their terms on or prior to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer Expiration Date or may be terminated by notice not more than ninety days prior to such Letter of Credit’s annual renewal date, provided that such Letters of Credit are so terminated prior to the L/C Expiration Date.
(c) No Issuing Lender shall not be under any obligation to issue any Letter of Credit if:
(1i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer Issuing Lender from issuing the such Letter of Credit, or any law Law applicable to the L/C Issuer such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer such Issuing Lender shall prohibit, or request that the L/C Issuer such Issuing Lender refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon the L/C Issuer such Issuing Lender with respect to the such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer such Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer such Issuing Lender in good xxxxx xxxxx material to it;
(2ii) the issuance of the such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generallysuch Issuing Lender;
(3iii) except as otherwise agreed by the Administrative Agent and the L/C Issuersuch Issuing Lender, the 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;
(4iv) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;
(5) other than in the case of a Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, 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
(6v) a default of any Lender’s obligations to fund under Section 2.7(b) exists or any Lender is at that such time a Defaulting LenderLender hereunder, unless the L/C Issuer such Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the L/C Issuer arrangements with the Borrower or such Lender to eliminate the L/C Issuersuch Issuing Lender’s actual or potential Fronting Exposure 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 the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretionsuch Lender.
(ivd) The L/C Issuer No Issuing Lender shall not amend any Letter of Credit if the L/C Issuer such Issuing Lender would not be permitted at such time to issue the such Letter of Credit in its amended form under the terms hereof.
(ve) The L/C Issuer No Issuing Lender shall be under no any obligation to amend any Letter of Credit if (A) the L/C Issuer such Issuing Lender 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.
(vif) The L/C Issuer Each Issuing Lender shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer such Issuing Lender shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section Article 9 with respect to any acts taken or omissions suffered by the L/C Issuer such Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section Article 9 included the L/C Issuer such Issuing Lender with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuersuch Issuing Lender.
Appears in 1 contract
Samples: Credit Agreement (Chesapeake Midstream Partners, L.P.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C IssuerIssuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.10 2.01, (1) may, from time to timetime on any Business Day during the period from the Closing Date until the Maturity Date, in its sole discretion, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its Subsidiariesor any Subsidiary, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Datebelow, and (2) agrees to honor drawings under the Letters of Credit issued hereunderCredit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and 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, (x) the aggregate amount of the Available Commitments of any Lender shall not be less than zero Dollars ($0), and (y) the Outstanding Amount of the all L/C Obligations shall not exceed the Letter Aggregate Revolving Commitments and (y) the aggregate Outstanding Amount of Credit Sublimitany Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations shall not exceed such Lender’s Revolving Commitment. 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 (subject to the discretion of the L/C Issuer)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 in accordance with the terms hereofreimbursed.
(ii) The L/C Issuer shall not issue any Letter of Credit, Credit if:
(1A) subject to Section 2.01(b)(iii), the expiry date of the such requested Letter of Credit would occur more than twelve months after the date of issuance or the last extension of such Letter of Creditextension, unless the Required Lenders have approved such expiry date; or
(2B) the expiry date of the such requested Letter of Credit would occur more than twelve months after the Letter of Credit Expiration Maturity Date, unless all the Lenders have approved such expiry date.
(iii) The L/C Issuer shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer shall not be under any obligation to issue any Letter of Credit if:
(1A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the such Letter of Credit, or any law Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that 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 the L/C Issuer with respect to the such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good xxxxx xxxxx material to it;
(2B) the issuance of the such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit borrowers generally;
(3C) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the such Letter of Credit is in an initial stated amount less than $100,000;
(4D) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;
(5) other than in the case of a Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, 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
(6E) a default of any Lender’s obligations to fund under Section 2.01(c) exists or any Lender is at that such time a Defaulting LenderLender hereunder, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the L/C Issuer arrangements with the Borrower or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure 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 the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretionsuch Lender.
(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the such Letter of Credit in its amended form under the terms hereof.
(v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) 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, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(vi) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 Article X with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 Article X included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 1 contract
Samples: Letter of Credit Facility Agreement (GT Solar International, Inc.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C IssuerIssuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.10 2.03, (1) may, from time to time, in its sole discretion, issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its Subsidiaries, and amend Letters of Credit previously issued by it, in accordance with subsection (b) below 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 Borrower, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) agrees to honor drawings under the Letters of Credit issued hereunderCredit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Outstandings shall not exceed the Aggregate Commitments, (y) the aggregate amount Outstanding Amount of the Available Commitments Loans of any Lender Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations shall not be less than zero Dollars ($0)exceed such Lender’s Commitment, and (yz) the Outstanding Amount of the 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 (subject to the discretion of the L/C Issuer)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 in accordance with the terms hereofreimbursed.
(ii) The L/C Issuer shall not issue any Letter of Credit, if:
(1A) subject to Section 2.03(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 the last extension of such Letter of Creditextension, unless the Required Lenders have approved such expiry date; or
(2B) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date.
(iii) The L/C Issuer shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer shall not be under any obligation to issue any Letter of Credit if:
(1A) any order, judgment judgment, or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the such Letter of Credit, or any law Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that 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 the L/C Issuer with respect to the such Letter of Credit any restriction, reserve reserve, or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost cost, or expense which was not applicable on the Closing Date and which the L/C Issuer in good xxxxx xxxxx material to it;
(2B) the issuance of the such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generallyIssuer;
(3C) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the 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;
(4D) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;Dollars; and
(5E) other than in the case a default of a Letter of Credit denominated in Dollars, Canadian Dollars, Euros any Lender’s obligations to fund under Section 2.03(c) exists or Sterling, 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
(6) any Lender is at that such time a Defaulting LenderLender hereunder, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the L/C Issuer arrangements with the Borrower or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure 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 the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretionsuch Lender.
(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the such Letter of Credit in its amended form under the terms hereof.
(v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) 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, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(vi) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 Article X with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 Article X included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 1 contract
Samples: Credit Agreement (Capital Lodging)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C IssuerIssuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.10 2.03 , (1) may, from time to time, in its sole discretion, issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its Subsidiaries, and amend Letters of Credit previously issued by it, in accordance with subsection (b) below time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) agrees to honor drawings under the Letters of Credit issued hereunderCredit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and 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, (x) the aggregate amount of Total Revolving Outstandings shall not exceed the Available Commitments Aggregate Revolving Commitments, (y) the Revolving Credit Exposure of any Lender shall not be less than zero Dollars ($0), exceed such Lender’s Revolving Commitment and (yz) the Outstanding Amount of the 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 (subject to the discretion of the L/C Issuer)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 in accordance with the terms hereofreimbursed.
(ii) The L/C Issuer shall not issue any Letter of Credit, Credit if:
(1A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or the last extension of such Letter of Creditextension, unless the Required Lenders (other than Defaulting Lenders) holding a majority of the Revolving Credit Exposure have approved such expiry date; or
(2B) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration date one year after the Maturity Date, unless all the Lenders that have Revolving Commitments have approved such expiry date.
(iii) The L/C Issuer shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer shall not be under any obligation to issue any Letter of Credit if:
(1A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the such Letter of Credit, or any law Law applicable to the L/C Issuer or any request or directive (whether or not having the force of lawLaw) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that 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 the L/C Issuer with respect to the such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good xxxxx xxxxx material to it;
(2B) the issuance of the such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;
(3C) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the such Letter of Credit is in an initial stated amount less than $100,00025,000;
(4D) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative CurrencyDollars;
(5) other than in the case of a Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, 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
(6E) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably 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 2.15(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 the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or
(F) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.
(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.
(v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) 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, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(vi) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 1 contract
Samples: Credit Agreement (K12 Inc)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C IssuerIssuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.10 (1) may, from time to time, in its sole discretion, issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its Subsidiaries, and amend Letters of Credit previously issued by it, in accordance with subsection (b) below time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, and (2) agrees to honor drawings under issue Letters of Credit issued hereunder; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Borrowers, and its Subsidiaries to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b) below, and any (2) to honor drawings thereunderunder the Letters of Credit; provided provided, that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the aggregate amount of the Available Commitments of any Lender Total Outstandings shall not be less than zero Dollars ($0)exceed Loan Cap, and (y) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Lead Borrower 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 may (subject to the discretion of the L/C Issuer)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 in accordance with 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) The L/C Issuer shall not issue any No Letter of Credit, Credit shall be issued if:
(1A) subject to Section (b)(iii), the expiry date of the such requested Standby Letter of Credit would occur more than twelve (12) months after the date of issuance or the last extension of such Letter of Creditextension, unless the Required Lenders have Lender has approved such expiry date; or
(2B) subject to Section (b)(iii), the expiry date of such requested Commercial Letter of Credit would occur more than one hundred and twenty (120) days after the date of issuance or last extension, unless the Lender has approved such expiry date; or
(C) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all either such Letter of Credit is Cash Collateralized on or prior to the Lenders have date of issuance of such Letter of Credit (or such later date as to which the Lender may agree) or the Lender has approved such expiry date.
(iii) The L/C Issuer shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer shall not be under any obligation to issue any No Letter of Credit shall be issued without the prior consent of the Lender if:
(1A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the such Letter of Credit, or any law Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that 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 the L/C Issuer with respect to the such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good xxxxx xxxxx material to it;
(2B) the issuance of the such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;
(3C) 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 $100,000;
(4) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;
(5) other than Dollars; provided, that if the L/C Issuer, in the case of its discretion, issues a Letter of Credit denominated in a currency other than Dollars, Canadian Dollars, Euros or Sterling, all reimbursements by the L/C Issuer does not as Borrowers of the issuance date honoring of the requested any drawing under such Letter of Credit issue Letters of Credit shall be paid in Dollars based on the requested currency; orSpot Rate;
(6D) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the L/C Issuer with the Borrower or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter contains any provisions for automatic reinstatement of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretionStated Amount after any drawing thereunder.
(iv) The L/C Issuer shall not amend any Letter of Credit if (A) 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) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) 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 such Letter of Credit does not accept the proposed amendment to the such Letter of Credit.
(vi) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 1 contract
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C IssuerIssuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.10 2.03 , (1) may, from time to time, in its sole discretion, issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its Subsidiaries, and amend Letters of Credit previously issued by it, in accordance with subsection (b) below time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) agrees to honor drawings under the Letters of Credit issued hereunderCredit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and 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, (x) the aggregate amount of Total Revolving Outstandings shall not exceed the Available Commitments Aggregate Revolving Commitments, (y) the Revolving Credit Exposure of any Lender shall not be less than zero Dollars ($0), exceed such Xxxxxx’s Revolving Commitment and (yz) the Outstanding Amount of the 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 (subject to the discretion of the L/C Issuer)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 in accordance with the terms hereofreimbursed.
(ii) The L/C Issuer shall not issue any Letter of Credit, Credit if:
(1A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or the last extension of such Letter of Creditextension, unless the Required Lenders (other than Defaulting Lenders) holding a majority of the Revolving Credit Exposure have approved such expiry date; or
(2B) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders that have Revolving Commitments have approved such expiry date.
(iii) The L/C Issuer shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer shall not be under any obligation to issue any Letter of Credit if:
(1A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the such Letter of Credit, or any law Law applicable to the L/C Issuer or any request or directive (whether or not having the force of lawLaw) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that 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 the L/C Issuer with respect to the such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good xxxxx xxxxx material to it;
(2B) the issuance of the such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;
(3C) 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 $100,000;
(4) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative CurrencyDollars;
(5) other than in the case of a Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, 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
(6D) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably 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 2.15(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 the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or
(E) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.
(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.
(v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) 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, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(vi) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 1 contract
Samples: Credit Agreement (Natural Grocers by Vitamin Cottage, Inc.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C IssuerIssuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.10 2.03, (1) may, from time to timetime on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, in its sole discretion, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Datebelow, and (2) agrees to honor drawings under the Letters of Credit issued hereunderCredit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and 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, (x) the aggregate amount of Total Outstandings shall not exceed the Available Commitments Aggregate Commitments, (y) the Revolving Credit Exposure of any Lender shall not be less than zero Dollars ($0)exceed such Lender’s Commitment, and (yz) the Outstanding Amount of the 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 64054670 40 conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may (subject to the discretion of the L/C Issuer)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 in accordance with the terms hereofreimbursed.
(ii) The L/C Issuer shall not issue any Letter of Credit, if:
(1A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or the last extension of such Letter of Creditextension, unless the Required Lenders have approved such expiry date; or
(2B) the expiry date of the requested Letter of Credit would occur after the Letter first anniversary of Credit Expiration the Maturity Date, unless all the Lenders have approved such expiry date.
(iii) The L/C Issuer shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer shall not be under any obligation to issue any Letter of Credit if:
(1A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the Letter of Credit, or any law Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the L/C Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good xxxxx xxxxx material to it;
(2B) the issuance of the Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;
(3C) 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 $100,000;
(4D) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;
(5E) other than in the case of a Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, 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;
(6F) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.16(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter 64054670 41 of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or
(G) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.
(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.
(v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) 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, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(vi) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 1 contract
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C IssuerIssuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.10 2.03 , (1) may, from time to time, in its sole discretion, issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its Subsidiaries, and amend Letters of Credit previously issued by it, in accordance with subsection (b) below time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) agrees to honor drawings under the Letters of Credit issued hereunderCredit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and 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, (x) the aggregate amount of Total Revolving Outstandings shall not exceed the Available Commitments Aggregate Revolving Commitments, (y) the Revolving Credit Exposure of any Lender shall not be less than zero Dollars ($0), exceed such Lender’s Revolving Commitment and (yz) the Outstanding Amount of the 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 (subject to the discretion of the L/C Issuer)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 in accordance with the terms hereofreimbursed.
(ii) The L/C Issuer shall not issue any Letter of Credit, Credit if:
(1A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or the last extension of such Letter of Creditextension, unless the Required Lenders (other than Defaulting Lenders) holding a majority of the Revolving Credit Exposure have approved such expiry date; or
(2B) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders with a Revolving Commitment have approved such expiry date; provided, however, that a Letter of Credit may, upon the request of the Borrower, be renewed for a period beyond the Letter of Credit Expiration Date if such Letter of Credit has become subject to the Minimum Collateral Amount or other arrangements, in each case satisfactory to the Administrative Agent and the L/C Issuer, and the L/C Issuer has released all Lenders with Revolving Commitments in writing from their participation obligations with respect to such Letter of Credit.
(iii) The L/C Issuer shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer shall not be under any obligation to issue any Letter of Credit if:
(1A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the such Letter of Credit, or any law Law applicable to the L/C Issuer or any request or directive (whether or not having the force of lawLaw) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that 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 the L/C Issuer with respect to the such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good xxxxx xxxxx material to it;
(2B) the issuance of the such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;
(3C) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the such Letter of Credit is in an initial stated amount less than $100,000500,000;
(4D) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative CurrencyDollars;
(5) other than in the case of a Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, 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
(6E) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably 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 2.15(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 the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion.; or
(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.
(v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) 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, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(vi) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 1 contract
Samples: Credit Agreement (Syntel Inc)
The Letter of Credit Commitment. (i) i. Subject to the terms and conditions set forth herein, (A) the L/C IssuerIssuer agrees, in reliance upon the agreements of the Revolving Lenders set forth in this Section 2.10 Section, (1) may, from time to time, in its sole discretion, issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its Subsidiaries, and amend Letters of Credit previously issued by it, in accordance with subsection (b) below 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 Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) agrees to honor drawings under the Letters of Credit issued hereunderCredit; and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and 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, (x) the aggregate amount of Total Revolving Outstandings shall not exceed the Available Commitments Revolving Facility, (y) the Revolving Exposure of any Revolving Lender shall not be less than zero Dollars ($0)exceed such Lender’s Revolving Commitment, and (yz) the Outstanding Amount of the 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 (subject to the discretion of the L/C Issuer)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 in accordance with the terms hereofreimbursed.
(ii) . The L/C Issuer shall not issue any Letter of Credit, Credit if:
(1) . subject to Section 2.03(b)(iv), the expiry date of the requested Letter of Credit would occur more than twelve (12) months after the date of issuance or the last extension of such Letter of Creditextension, unless the Required Revolving Lenders have approved such expiry date; or
(2) . the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (x) all the Revolving Lenders have approved such expiry date.
date or (iiiy) The such Letter of Credit is cash collateralized on terms and pursuant to arrangements satisfactory to the L/C Issuer shall have no obligation to issue any Letter of CreditIssuer.
iii. Without in any way limiting the foregoing, the The L/C Issuer shall not be under any obligation to issue any Letter of Credit if:
(1) . any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the Letter of Credit, or any law Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the L/C Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good xxxxx xxxxx material to it;
(2) . the issuance of the Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;
(3) . except as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is in an initial stated amount of less than $100,000;
(4) except as otherwise agreed by the Administrative Agent and the L/C Issuer, . the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;
(5) other than in the case of a Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, 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
(6) 5. any Revolving Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Revolving Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(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 the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion.
(iv) . The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.
(v) v. The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) 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, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(vi) . The L/C Issuer shall act on behalf of the Revolving Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 1 contract
Samples: Credit Agreement (NV5 Global, Inc.)
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C IssuerIssuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.10 2.03, (1) may, from time to time, in its sole discretion, issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for time during the account of the Borrower and its Subsidiaries, and amend Letters of Credit previously issued by it, in accordance with subsection (b) below Availability Period on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) agrees to honor drawings under the Letters of Credit issued hereunder; Credit, and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and or its Subsidiaries and any drawings thereunder; provided that provided, that, after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the aggregate amount of Total Revolving Outstandings shall not exceed the Available Commitments Revolving Facility, (y) the Revolving Exposure of any Lender shall not be less than zero Dollars ($0)exceed such Lender’s Revolving Commitment, and (yz) the Outstanding Amount of the 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 (subject to the discretion of the L/C Issuer)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 in accordance with the terms hereofreimbursed.
(ii) The L/C Issuer shall not issue any Letter of Credit, Credit if:
(1A) subject to Section 2.03(b)(iv), the expiry date of the requested Letter of Credit would occur more than twelve (12) months after the date of issuance or the last extension of such Letter of Creditextension, unless the Required Lenders have approved such expiry date; or
(2B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all of the Lenders have approved such expiry date.
(iii) The L/C Issuer shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer shall not be under any obligation to issue any Letter of Credit if:
(1A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the Letter of Credit, or any law Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the L/C Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good xxxxx xxxxx material to it;
(2B) the issuance of the Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;
(3C) 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 $100,00040,000;
(4D) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative CurrencyDollars;
(5) other than in the case of a Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, 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
(6E) any Lender is at that time a Defaulting Lender, unless (1) such Defaulting Lender’s participation in all existing L/C Obligations has been reallocated among Non-Defaulting Lenders in accordance with Section 2.15(a)(iv) such that the L/C Issuer’s actual or potential Fronting Exposure with respect to such Defaulting Lender has been eliminated, or (2) the L/C Issuer has entered into other arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure with respect to the such Defaulting Lender Lender, in each 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 the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or
(F) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.
(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.
(v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) 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, or (B) the beneficiary of the such Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(vi) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 1 contract
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C IssuerIssuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.10 2.03, (1) may, from time to time, in its sole discretion, issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its Subsidiaries, and amend Letters of Credit previously issued by it, in accordance with subsection (b) below time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) agrees to honor drawings under the Letters of Credit issued hereunderCredit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and 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, (x) the aggregate amount of Total Revolving Outstandings shall not exceed the Available Commitments Aggregate Revolving Commitments, (y) the Revolving Credit Exposure of any Lender shall not be less than zero Dollars ($0), exceed such Lender’s Revolving Commitment and (yz) the Outstanding Amount of the 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 (subject to the discretion of the L/C Issuer)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 in accordance with the terms hereofreimbursed.
(ii) The L/C Issuer shall not issue any Letter of Credit, Credit if:
(1A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or the last extension of such Letter of Creditextension, unless the Required Lenders (other than Defaulting Lenders) holding a majority of the Revolving Credit Exposure have approved such expiry date; or
(2B) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders that have Revolving Commitments have approved such expiry date.
(iii) The L/C Issuer shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer shall not be under any obligation to issue any Letter of Credit if:
(1A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the such Letter of Credit, or any law Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that 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 the L/C Issuer with respect to the such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good xxxxx fxxxx xxxxx material to it;
(2B) the issuance of the such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;
(3C) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the such Letter of Credit is in an initial stated amount less than $100,000500,000;
(4D) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative CurrencyDollars;
(5) other than in the case of a Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, 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
(6E) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably 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 2.15(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 the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or
(F) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.
(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.
(v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) 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, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(vi) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 Article X with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 Article X included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 1 contract
The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer, in reliance upon the agreements of the Lenders set forth in this Section 2.10 Lender agrees (1) may, from time to time, in its sole discretion, issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower and its Subsidiaries, and amend Letters of Credit previously issued by it, in accordance with subsection (b) below time on any Business Day during the period from the Closing Date until the Letter L/C Expiration Date, to issue Letters of Credit Expiration Datefor the account of Borrower or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it in accordance with subsection (b) below, and (2) agrees to honor drawings under the Letters of Credit issued hereunder; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and its Subsidiaries and any drawings thereunderCredit; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (xy) the aggregate amount of the Available Commitments of any Lender Total Outstandings shall not be less than zero Dollars ($0)exceed the Commitment, and (yz) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit L/C 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 (subject to the discretion of the L/C Issuer)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 in accordance with the terms hereofreimbursed.
(ii) The L/C Issuer Lender shall not issue any Letter of Credit, if:
(1A) subject to Section 2.03(b)(iv), the expiry date of the such requested Letter of Credit would occur more than twelve months after the date of issuance or the last extension of such Letter of Credit, unless the Required Lenders have approved such expiry dateextension; or
(2B) the expiry date of the such requested Letter of Credit would occur after the Letter of Credit L/C Expiration Date, unless all the Lenders have approved such expiry date.
(iii) The L/C Issuer Lender shall have no obligation to issue any Letter of Credit. Without in any way limiting the foregoing, the L/C Issuer shall not be under any no obligation to issue any Letter of Credit if:
(1A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer Lender from issuing the such Letter of Credit, or any law Law applicable to the L/C Issuer Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer Lender shall prohibit, or request that the L/C Issuer Lender refrain from, the issuance of letters of credit generally or the such Letter of Credit in particular or shall impose upon the L/C Issuer Lender with respect to the such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer Lender in good xxxxx xxxxx material to it;
(2) ; the issuance of the such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generallyLender;
(3B) 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 $100,000;
(4) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;
(5) other than in the case of a Letter of Credit denominated in Dollars, Canadian Dollars, Euros or Sterling, 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
(6C) any Lender is at that time a Defaulting Lenderunless specifically provided for in this Agreement, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the L/C Issuer with the Borrower or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter contains any provisions for automatic reinstatement of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretionstated amount after any drawing thereunder.
(iv) The L/C Issuer Lender shall not amend any Letter of Credit if the L/C Issuer Lender would not be permitted at such time to issue the such Letter of Credit in its amended form under the terms hereof.
(v) The L/C Issuer Lender shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer Lender 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) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9 with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9 included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 1 contract
