The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the Availability Period for the Revolving Credit Facility, to issue Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case for the account of the Borrowers (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Parent Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Letters of Credit and (2) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), no Lender shall be obligated to participate in any Letter of Credit if immediately after giving effect to such L/C Credit Extension, (w) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (x) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (y) the Revolving Credit Exposure of any Lender would exceed such Lender’s Revolving Credit Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the 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. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03 (a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date. (ii) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder); (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the relevant L/C Issuer has approved such expiry date; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the relevant L/C Issuer has approved such expiry date (it being understood that the participations of the Revolving Credit Lenders in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Expiration Date); (D) the issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer; (E) the Letter of Credit is to be denominated in a currency other than Dollars or any Revolving Alternative Currency unless otherwise agreed by the applicable L/C Issuer and the Administrative Agent; or (F) the Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,000. (iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 5 contracts
Samples: Credit Agreement (Restaurant Brands International Limited Partnership), Credit Agreement (Restaurant Brands International Limited Partnership), Credit Agreement (Burger King Worldwide, Inc.)
The Letter of Credit Commitments. (ia) Subject to the terms and conditions set forth herein, (1i) each L/C Issuer Issuing Bank agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (xA) from time to time on any Business Day during the Availability Period for period from the Revolving Credit FacilityClosing Date until the L/C Expiration Date, to issue Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case for the account of Holdings (to the Borrowers extent not prohibited under Section 7.09), the Borrower or any of the Borrower’s Restricted Subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder) (provided that any such Letter of Credit may be for the benefit of Holdings or any Subsidiary of the Parent Borrower) and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b2.03(2), and (yB) to honor drafts drawings under the Letters of Credit and (2ii) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer Issuing Bank shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), and no Lender shall be obligated to participate in any Letter of Credit if immediately after giving effect to as of the date of such L/C Credit Extension, (w) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (x) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (y) the Revolving Credit Exposure of any Revolving Lender would exceed such Lender’s Revolving Commitment or (y) the Outstanding Amount of the L/C Obligations would exceed the L/C Sublimit. The Existing Letters of Credit Commitmentshall be deemed to be “Letters of Credit” issued on the Closing Date for all purposes of the Loan Documents. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.
(iib) An L/C Issuer Issuing Bank shall be under no obligation to issue any Letter of Credit (andother than, in for the case avoidance of clauses (B) and (C)doubt, shall not issue any Letter the Existing Letters of Credit) if:
(Ai) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer Issuing Bank from issuing such Letter of Credit, or any Law applicable to such L/C Issuer Issuing Bank or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer Issuing Bank shall prohibit, or direct that such L/C Issuer Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer Issuing Bank is not otherwise compensated hereunder);
(Bii) subject to Section 2.03(b)(iii2.03(2)(c), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewalextension, unless (A) each Appropriate Lender has approved of such expiration date or (B) the relevant Outstanding Amount of L/C Issuer Obligations in respect of such requested Letter of Credit has approved such expiry datebeen Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank prior to the date that is twelve months after the date of issuance thereof;
(Ciii) subject to Section 2.03(2)(c), the expiry date of such requested Letter of Credit would occur after the Letter of Credit L/C Expiration Date, unless (I) each Appropriate Lender has approved of such expiration date or (II) the relevant Outstanding Amount of L/C Issuer has approved Obligations in respect of such expiry date (it being understood that the participations of the Revolving Credit Lenders in any undrawn requested Letter of Credit shall in any event terminate on has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the Letter of Credit applicable Issuing Bank prior to the L/C Expiration Date);
(Div) the issuance of such Letter of Credit would violate any Laws binding upon policies of such L/C Issuer;Issuing Bank applicable to letters of credit generally; provided that no Issuing Bank shall be required to issue either (A) letters of guarantee or bankers’ acceptances or (B) commercial letters of credit, in each case without its consent; or
(Ev) any Revolving Lender is at that time a Defaulting Lender, unless such Issuing Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.17(1)(d)) with respect to the Defaulting Lender arising from either the Letter of Credit is then proposed to be denominated in a currency issued or that Letter of Credit and all other than Dollars or any Revolving Alternative Currency unless otherwise agreed by the applicable L/C Issuer and the Administrative Agent; or
(F) the Letter of Credit is Obligations as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in an initial amount less than the Dollar Equivalent of $100,000its sole discretion.
(iiic) An L/C Issuer Issuing Bank shall be under no obligation to amend any Letter of Credit if (Ai) such L/C Issuer Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, hereof or (Bii) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 5 contracts
Samples: First Lien Credit Agreement (Convey Health Solutions Holdings, Inc.), First Lien Credit Agreement (Convey Health Solutions Holdings, Inc.), First Lien Credit Agreement (Convey Holding Parent, Inc.)
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1A) each L/C Issuer Issuing Bank agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.032.13 and within the limits of its L/C Commitment, (x1) from time to time on any Business Day during until the Availability Period for the Revolving Letter of Credit FacilityExpiration Date, to issue Letters of Credit denominated in Dollars or any Revolving one or more Alternative Currency, in each case Currencies for the account of the Borrowers (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Parent Borrower) Company or its Subsidiaries, and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (y2) to honor drafts drawings under the Letters of Credit Credit; and (2B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03for the account of the Company or its Subsidiaries and any drawings thereunder; provided that no L/C Issuer shall be obligated after giving effect to make any L/C Credit Extension with respect to any Letter of Credit, and, except in (1) the case Dollar Equivalent of the following clause (w), no Lender shall be obligated to participate in any Letter aggregate Outstanding Amount of Credit if immediately after giving effect to such all Loans and L/C Credit ExtensionObligations shall not exceed the aggregate Revolving Loan Commitments, (w2) the Dollar Equivalent of the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Commitment Ratio of the Dollar Equivalent of the Outstanding Amount of all L/C Exposure Obligations plus such Lender’s Commitment Ratio of the Swingline Loans then outstanding shall not exceed such Lender’s Commitment, (3) the Dollar Equivalent of the Outstanding Amount of the L/C Obligations in respect of Letters of Credit issued by such L/C Issuer would Issuing Bank shall not exceed the Dollar Equivalent of such L/C IssuerIssuing Bank’s L/C Issuer SublimitCommitment, (x4) the aggregate Dollar Equivalent of the Outstanding Amount of the L/C Exposure would Obligations shall not exceed the Letter of Credit Sublimit or and (y5) the Revolving Dollar Equivalent of the aggregate outstanding principal amount of Advances and the Outstanding Amount of Letters of Credit, in each case denominated in any Alternative Currency, exceeds the Alternative Currency Sublimit; and provided, further, that none of Barclays Bank PLC, Royal Bank of Canada or Xxxxxx Xxxxxxx Bank, N.A. shall have any obligation to issue commercial letters of credit. Each request by the Company for the issuance or amendment of a Letter of Credit Exposure shall be deemed to be a representation by the Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Each letter of credit listed on Schedule 2 shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of this Section 2.13, be deemed to be an Issuing Bank for each such letter of credit, provided than any renewal or replacement of any Lender would exceed such Lender’s Revolving Credit Commitmentletter of credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Company’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers may, during the foregoing period, Company may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.
(ii) An L/C Issuer No Issuing Bank shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) , if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B1) subject to Section 2.03(b)(iii2.13(b)(iii), the expiry date of such the requested Letter of Credit would occur more than twelve months after the date of issuance or last renewalextension, unless the relevant L/C Issuer has Majority Lenders have approved such expiry date;; provided that each Auto-Extension Letter of Credit shall not be deemed to have an expiry date longer than twelve (12) months after the date of its issuance; or
(C2) the expiry date of such the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the relevant L/C Issuer has Lenders have approved such expiry date date.
(it being understood that the participations of the Revolving Credit Lenders in iii) No Issuing Bank shall be under any undrawn obligation to issue any Letter of Credit if:
(1) any order, judgment or decree of any governmental authority or arbitrator shall in by its terms purport to enjoin or restrain such Issuing Bank from issuing the Letter of Credit, or any event terminate on law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or the Letter of Credit Expiration Datein particular or shall impose upon such Issuing Bank with respect to the Letter of Credit any restriction, reserve or capital or liquidity requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the date hereof, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; provided, however, that any such circumstance shall not affect such Lender’s obligations pursuant to Section 2.13(c);
(D2) the issuance of such the Letter of Credit would violate any Laws binding upon one or more policies of such L/C IssuerIssuing Bank applicable to letters of credit generally;
(E3) except as otherwise agreed by the Administrative Agent and such Issuing Bank, 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;
(4) except as otherwise agreed by the Administrative Agent and such Issuing Bank, the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;
(5) any Revolving Alternative Currency Lender is at that time a Defaulting Lender, unless otherwise agreed by such Issuing Bank has entered into arrangements, including the applicable delivery of Cash Collateral, satisfactory to such Issuing Bank (in its sole discretion) with the Company or such Lender to eliminate such Issuing Bank’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 Issuer and the Administrative AgentObligations as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion; or
(F6) the Letter of Credit is in an initial contains any provisions for automatic reinstatement of the stated amount less than the Dollar Equivalent of $100,000after any drawing thereunder.
(iiii) An L/C Issuer No Issuing Bank shall amend any Letter of Credit if such Issuing Bank would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.
(ii) No Issuing Bank shall be under no any obligation to amend any Letter of Credit if (A) such L/C Issuer Issuing Bank would have no obligation at such time to issue such the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such the Letter of Credit does not accept the proposed amendment to such the Letter of Credit.
(iii) 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 each Issuing Bank shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article 9 with respect to any acts taken or omissions suffered by such Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article 9 included such Issuing Bank with respect to such acts or omissions, and (B) as additionally provided herein with respect to the Issuing Banks.
Appears in 4 contracts
Samples: Third Amended and Restated Multicurrency Revolving Credit Agreement (American Tower Corp /Ma/), Revolving Credit Agreement (American Tower Corp /Ma/), Multicurrency Revolving Credit Agreement (American Tower Corp /Ma/)
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1A) each L/C Issuer agrees, in reliance upon the agreements of the other U.S. Revolving Credit Lenders set forth in this Section 2.03, (x1) from time to time on any Business Day during the Availability Period for period from the Revolving Effective Date until the Letter of Credit FacilityExpiration Date, to issue Letters of Credit at sight denominated in Dollars or any Revolving Alternative Currency, in each case one or more Foreign Currencies for the account of the Borrowers (provided that Parent Borrower or any Letter of Credit may be for the benefit of any Subsidiary of the Parent Borrower) its Subsidiaries and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y2) to honor drafts drawings under the Letters of Credit and (2B) the U.S. Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), and no Lender shall be obligated to participate in any Letter of Credit if immediately after giving effect to as of the date of such L/C Credit Extension, (wx) the aggregate U.S. Revolving Credit Exposure of any U.S. Revolving Credit Lender would exceed such Lender’s U.S. Revolving Credit Commitment or (y) the Outstanding Amount of the L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (x) the aggregate L/C Exposure Obligations would exceed the Letter of Credit Sublimit or (y) the Revolving Credit Exposure of any Lender would exceed such Lender’s Revolving Credit CommitmentSublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Parent Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers Parent Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.
(ii) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Effective Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Effective Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or (2) the relevant Outstanding Amount of L/C Issuer Obligations in respect of such requested Letter of Credit has approved such expiry datebeen Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (1) each Appropriate Lender has approved of such expiration date or (2) the relevant Outstanding Amount of L/C Issuer has approved Obligations in respect of such expiry date (it being understood that the participations of the Revolving Credit Lenders in any undrawn requested Letter of Credit shall in any event terminate on has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the Letter of Credit Expiration Date)applicable L/C Issuer;
(D) the issuance of such Letter of Credit would violate any Laws binding upon policies of such L/C Issuer applicable to letters of credit generally;
(E) any U.S. Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Parent Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;
(EF) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $250,000; or
(G) the Letter of Credit is to be denominated in a currency other than Dollars or any Revolving Alternative Currency unless otherwise agreed by the applicable L/C Issuer and the Administrative Agent; or
(F) the Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,000a Foreign Currency.
(iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
(iv) 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 Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 4 contracts
Samples: Credit Agreement (Iqvia Holdings Inc.), Credit Agreement (Quintiles IMS Holdings, Inc.), Credit Agreement (Quintiles IMS Holdings, Inc.)
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1A) each L/C Issuer agrees, in reliance upon the agreements of the other U.S. Revolving Credit Lenders set forth in this Section 2.03, (x1) from time to time on any Business Day during the Availability Period for period from the Revolving Effective Date until the Letter of Credit FacilityExpiration Date, to issue Letters of Credit at sight denominated in Dollars or any Revolving Alternative Currency, in each case one or more Foreign Currencies for the account of the Borrowers (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Parent Borrower) , the U.S. Borrower or any of their respective Subsidiaries and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y2) to honor drafts drawings under the Letters of Credit and (2B) the U.S. Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), and no Lender shall be obligated to participate in any Letter of Credit if immediately after giving effect to as of the date of such L/C Credit Extension, (wx) the aggregate U.S. Revolving Credit Exposure of any U.S. Revolving Credit Lender would exceed such Lender’s U.S. Revolving Credit Commitment or (y) the Outstanding Amount of the L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (x) the aggregate L/C Exposure Obligations would exceed the Letter of Credit Sublimit or (y) the Revolving Credit Exposure of any Lender would exceed such Lender’s Revolving Credit CommitmentSublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability of the Parent Borrower or the U.S. Borrower to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers Parent Borrower and the U.S. Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.
(ii) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Effective Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Effective Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or (2) the relevant Outstanding Amount of L/C Issuer Obligations in respect of such requested Letter of Credit has approved such expiry datebeen Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (1) each Appropriate Lender has approved of such expiration date or (2) the relevant Outstanding Amount of L/C Issuer has approved Obligations in respect of such expiry date (it being understood that the participations of the Revolving Credit Lenders in any undrawn requested Letter of Credit shall in any event terminate on has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the Letter of Credit Expiration Date)applicable L/C Issuer;
(D) the issuance of such Letter of Credit would violate any Laws binding upon policies of such L/C Issuer applicable to letters of credit generally;
(E) any U.S. Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Parent Borrower, the U.S. Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;
(EF) except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $250,000; or
(G) the Letter of Credit is to be denominated in a currency other than Dollars or any Revolving Alternative Currency unless otherwise agreed by the applicable L/C Issuer and the Administrative Agent; or
(F) the Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,000a Foreign Currency.
(iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
(iv) 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 Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 4 contracts
Samples: Credit Agreement (Iqvia Holdings Inc.), Credit Agreement (Iqvia Holdings Inc.), Credit Agreement (Iqvia Holdings Inc.)
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the Availability Period for period from the Revolving Closing Date until the Letter of Credit FacilityExpiration Date, to issue Letters of Credit denominated in Dollars or any Revolving in one or more Alternative Currency, in each case L/C Currencies for the account of the Borrowers (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Parent BorrowerCompany) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Letters of Credit and (2) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), and no Lender shall be obligated to participate in any Letter of Credit if immediately after giving effect to such L/C Credit Extension, (w) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, if (x) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (y) the Revolving Credit Exposure of any Lender would exceed such Lender’s Revolving Credit Commitment, or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the 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. It is hereby acknowledged and agreed that each of the letters of credit described on in Schedule 2.03
(a2.03(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.
(ii) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, prohibit or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the relevant L/C Issuer has Required Revolving Credit Lenders have approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, Date (and may not unless the relevant L/C Issuer has approved such expiry date (it being understood that the participations of all the Revolving Credit Lenders in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Expiration Datehave approved such expiry date);
(D) the issuance of such Letter of Credit would violate any Laws binding upon or otherwise applicable to such L/C Issuer;
(E) the Letter of Credit is to be denominated in a currency other than Dollars or any Revolving an Alternative Currency L/C Currency, unless otherwise agreed by the applicable L/C Issuer and the Administrative Agent; or
(F) such L/C Issuer does not as of the issuance date of such requested Letter of Credit is issue Letters of Credit in an initial amount less than the Dollar Equivalent of $100,000requested currency.
(iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 4 contracts
Samples: Credit Agreement (Acelity L.P. Inc.), Credit Agreement (Acelity L.P. Inc.), Credit Agreement (Kinetic Concepts Inc)
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders under the Revolving Credit Facility set forth in this Section 2.03, (x) from time to time on any Business Day following the Closing Date during the Availability Period for the Revolving Credit Facility, to issue Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case for the account of the Borrowers Borrower (provided that any Letter of Credit may be for the benefit account of any Subsidiary of the Parent Borrower; provided, further that the Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Subsidiaries, and the Borrower hereby irrevocably agrees to be bound jointly and severally to reimburse the applicable L/C Issuer for amounts drawn on any Letter of Credit issued for the account of any Subsidiary) and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Letters of Credit and (2) the Revolving Credit Lenders under the Revolving Credit Facility severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), Credit and no Revolving Credit Lender shall be obligated to participate in any Letter of Credit if immediately after giving effect to such L/C Credit Extension, (w) the Total Revolving Outstandings would exceed the Revolving Credit Commitments then in effect, (x) the sum of the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, would exceed such Lender’s Revolving Credit Commitment, (y) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (z) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (x) the aggregate L/C Exposure would exceed the Letter Commitment. Letters of Credit Sublimit or (y) shall constitute utilization of the Revolving Credit Exposure of any Lender would exceed such Lender’s Revolving Credit CommitmentCommitments. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a2.03(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.
(ii) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for and which such the L/C Issuer is not otherwise compensated hereunder)in good xxxxx xxxxx material to it;
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewalextension, unless the relevant L/C Issuer has approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Facility Expiration Date, unless the relevant L/C Issuer has approved such expiry date (it being understood that the participations of the Revolving Credit Lenders under the Revolving Credit Facility in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Facility Expiration Date);
(D) in the case of Letters of Credit, if such Letter of Credit is to be denominated in a currency other than Dollars or an Approved Currency; or
(E) any Revolving Lender of the applicable Class is at such time a Defaulting Lender, nor shall any L/C Issuer be under any obligation to extend or amend existing Letters of Credit, unless such L/C Issuer has entered into arrangements, including reallocation of such Lender’s Applicable Percentage of the applicable outstanding L/C Obligations pursuant to Section 2.16 or the delivery of Cash Collateral, with the Borrower or such Lender to eliminate such L/C Issuer’s actual or potential L/C Exposure (after giving effect to Section 2.16) with respect to such Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential L/C Exposure; or
(F) the issuance of such Letter of Credit would violate any Laws binding upon such L/C IssuerIssuer or one or more policies of such L/C Issuer applicable to letters of credit in general;
(EG) the such Letter of Credit is to be denominated in not a currency other than Dollars or any Revolving Alternative Currency unless otherwise agreed by the applicable L/C Issuer and the Administrative Agentstandby letter of credit; or
(FH) the such Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,00010,000.
(iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
(iv) The aggregate L/C Commitments of all the L/C Issuers shall be less than or equal to the Letter of Credit Sublimit at all times.
Appears in 4 contracts
Samples: Credit Agreement (Clear Channel Outdoor Holdings, Inc.), Credit Agreement (Clear Channel Outdoor Holdings, Inc.), Credit Agreement (Wyndham Destinations, Inc.)
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.032.04, (x1) from time to time on any Business Day during the Availability Period for period from the Revolving Seventh Restatement Effective Date until the Letter of Credit FacilityExpiration Date, to issue Letters of Credit denominated in Dollars or any Revolving in one or more Alternative Currency, in each case Currencies for the account of the Borrowers (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Parent Borrower) relevant Borrower and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b2.04(b), and (y2) to honor drafts under the Letters of Credit Credit; and (2B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03for the account of the relevant Borrower; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), and no Lender shall be obligated to participate in any Letter of Credit if immediately after giving effect to as of the date of such L/C Credit ExtensionExtension or after giving effect thereto, (wv) the aggregate Outstanding Amount of the L/C Exposure in Obligations with respect of to Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer SublimitCommitment, (w) the Total Revolving Outstandings would exceed the Aggregate Revolving Credit Commitments, (x) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (y) the Revolving Credit Exposure Outstandings of any Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the aggregate Outstanding Amount of all Revolving Credit Loans denominated in Australian Dollars, plus the Outstanding Amount of all L/C Obligations denominated in Australian Dollars would exceed the Australian Dollar Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the 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. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.
(ii) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Seventh Restatement Effective Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Seventh Restatement Effective Date (for which and which, in each case, such L/C Issuer is not otherwise compensated hereunder)in good xxxxx xxxxx material to it;
(B) subject to Section 2.03(b)(iii2.04(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the relevant L/C Issuer has Revolving Credit Lenders (other than any Revolving Credit Lender that is a Defaulting Lender) have approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the relevant L/C Issuer has approved such expiry date (it being understood that the participations of all the Revolving Credit Lenders in (other than any undrawn Letter of Revolving Credit shall in any event terminate on the Letter of Credit Expiration Date);Lender that is a Defaulting Lender) have approved such expiry date; or
(D) the issuance of such Letter of Credit would violate any Laws binding upon or one or more policies of such L/C Issuer;
(E) the Letter of Credit is to be denominated in a currency other than Dollars or any Revolving Alternative Currency unless otherwise agreed by the applicable L/C Issuer and the Administrative Agent; or
(F) the Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,000.
(iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 3 contracts
Samples: Credit Agreement (Fidelity National Information Services, Inc.), Credit Agreement (Fidelity National Information Services, Inc.), Seventh Amendment and Restatement Agreement (Fidelity National Information Services, Inc.)
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1A) each L/C Issuer Issuing Bank agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.032.13 and within the limits of its L/C Commitment, (x1) from time to time on any Business Day during until the Availability Period for the Revolving Letter of Credit FacilityExpiration Date, to issue Letters of Credit denominated in Dollars or any Revolving one or more Alternative Currency, in each case Currencies for the account of the Borrowers (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Parent Borrower) Company or its Subsidiaries, and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (y2) to honor drafts drawings under the Letters of Credit Credit; and (2B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03for the account of the Company or its Subsidiaries and any drawings thereunder; provided that no L/C Issuer shall be obligated after giving effect to make any L/C Credit Extension with respect to any Letter of Credit, and, except in (1) the case Dollar Equivalent of the following clause (w), no Lender shall be obligated to participate in any Letter aggregate Outstanding Amount of Credit if immediately after giving effect to such all Loans and L/C Credit ExtensionObligations shall not exceed the aggregate Revolving Loan Commitments, (w2) the Dollar Equivalent of the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Commitment Ratio of the Dollar Equivalent of the Outstanding Amount of all L/C Exposure Obligations plus such Lender’s Commitment Ratio of the Swingline Loans then outstanding shall not exceed such Lender’s Commitment, (3) the Dollar Equivalent of the Outstanding Amount of the L/C Obligations in respect of Letters of Credit issued by such L/C Issuer would Issuing Bank shall not exceed the Dollar Equivalent of such L/C IssuerIssuing Bank’s L/C Issuer SublimitCommitment, (x4) the aggregate Dollar Equivalent of the Outstanding Amount of the L/C Exposure would Obligations shall not exceed the Letter of Credit Sublimit or and (y5) the Revolving Dollar Equivalent of the aggregate outstanding principal amount of Advances and the Outstanding Amount of Letters of Credit, in each case denominated in any Alternative Currency, exceeds the Alternative Currency Sublimit; and provided, further, that none of Barclays Bank PLC, Royal Bank of Canada or Xxxxxx Xxxxxxx Bank, N.A. shall have any obligation to issue commercial letters of credit. Each request by the Company for the issuance or amendment of a Letter of Credit Exposure shall be deemed to be a representation by the Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Each letter of credit listed on Schedule 2 shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of this Section 2.13, be deemed to be an Issuing Bank for each such letter of credit, provided than any renewal or replacement of any Lender would exceed such Lender’s Revolving Credit Commitmentletter of credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Company’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers may, during the foregoing period, Company may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.
(ii) An L/C Issuer No Issuing Bank shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) , if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B1) subject to Section 2.03(b)(iii2.13(b)(iii), the expiry date of such the requested Letter of Credit would occur more than twelve months after the date of issuance or last renewalextension, unless the relevant L/C Issuer has Majority Lenders have approved such expiry date;; provided that each Auto-Extension Letter of Credit shall not be deemed to have an expiry date longer than twelve (12) months after the date of its issuance; or
(C2) the expiry date of such the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the relevant L/C Issuer has Lenders have approved such expiry date date.
(it being understood that the participations of the Revolving Credit Lenders in iii) No Issuing Bank shall be under any undrawn obligation to issue any Letter of Credit if:
(1) any order, judgment or decree of any governmental authority or arbitrator shall in by its terms purport to enjoin or restrain such Issuing Bank from issuing the Letter of Credit, or any event terminate on law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or the Letter of Credit Expiration Datein particular or shall impose upon such Issuing Bank with respect to the Letter of Credit any restriction, reserve or capital or liquidity requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the date hereof, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; provided, however, that any such circumstance shall not affect such Lender’s obligations pursuant to Section 2.13(c);
(D2) the issuance of such the Letter of Credit would violate any Laws binding upon one or more policies of such L/C IssuerIssuing Bank applicable to letters of credit generally;
(E3) except as otherwise agreed by the Administrative Agent and such Issuing Bank, 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;
(4) except as otherwise agreed by the Administrative Agent and such Issuing Bank, the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;
(5) any Revolving Alternative Currency Lender is at that time a Defaulting Lender, unless otherwise agreed by such Issuing Bank has entered into arrangements, including the applicable delivery of Cash Collateral, satisfactory to such Issuing Bank (in its sole discretion) with the Company or such Lender to eliminate such Issuing Bank’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 Issuer and the Administrative AgentObligations as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion; or
(F6) the Letter of Credit is in an initial contains any provisions for automatic reinstatement of the stated amount less than the Dollar Equivalent of $100,000after any drawing thereunder.
(iiiiv) An L/C Issuer No Issuing Bank shall amend any Letter of Credit if such Issuing Bank would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.
(v) No Issuing Bank shall be under no any obligation to amend any Letter of Credit if (A) such L/C Issuer Issuing Bank would have no obligation at such time to issue such the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such the Letter of Credit does not accept the proposed amendment to such the Letter of Credit.
(vi) 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 each Issuing Bank shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article 9 with respect to any acts taken or omissions suffered by such Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article 9 included such Issuing Bank with respect to such acts or omissions, and (B) as additionally provided herein with respect to the Issuing Banks.
Appears in 3 contracts
Samples: Revolving Credit Agreement (American Tower Corp /Ma/), Revolving Credit Agreement (American Tower Corp /Ma/), Revolving Credit Agreement (American Tower Corp /Ma/)
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders under the Revolving Credit Facility set forth in this Section 2.03, (x) from time to time on any Business Day following the Closing Date during the Availability Period for the Revolving Credit Facility, to issue Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case for the account of the Borrowers Borrower (provided that any Letter of Credit may be for the benefit of any Restricted Subsidiary of the Parent Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Letters of Credit and (2) the Revolving Credit Lenders under the Revolving Credit Facility severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), Credit and no Lender shall be obligated to participate in any Letter of Credit if immediately after giving effect to such L/C Credit Extension, (w) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (xi) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit Sublimit, (ii) the aggregate amount of Letters of Credit issued by any L/C Issuer would exceed its Specified L/C Sublimit, (iii) the aggregate Revolving Credit Exposure would exceed the total Revolving Credit Commitments, or (yiv) the Revolving Credit Facility Exposure of any Lender L/C Issuer would exceed such Lender’s its Revolving Credit Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.
(ii) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the relevant L/C Issuer has approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the relevant L/C Issuer has approved such expiry date (which approval may be subject to such Letter of Credit being Cash Collateralized or otherwise backstopped pursuant to arrangements acceptable to such L/C Issuer) (it being understood that the participations of the Revolving Credit Lenders under the Revolving Credit Facility in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Expiration Date);
(D) the issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer;
(E) the Letter of Credit is to be denominated in a currency other than Dollars or any Revolving Alternative Currency unless otherwise agreed by the applicable L/C Issuer and the Administrative Agent; or
(F) the Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,000.
(iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 3 contracts
Samples: Credit Agreement (KORE Group Holdings, Inc.), Credit Agreement (KORE Group Holdings, Inc.), Credit Agreement (King Pubco, Inc.)
The Letter of Credit Commitments. (ia) Subject to the terms and conditions set forth herein, (1i) each L/C Issuer Issuing Bank agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (xA) from time to time on any Business Day during the Availability Period for period from the Revolving Credit FacilityClosing Date until the L/C Expiration Date, to issue Letters of Credit at sight denominated in Dollars or any Revolving Alternative Currency, in each case another Available Currency for the account of the Borrowers Borrower or a Restricted Subsidiary (provided that any such Letter of Credit may be for the benefit of Holdings or any Subsidiary of the Parent Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b2.03(2), and (yB) to honor drafts drawings under the Letters of Credit and (2ii) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer Issuing Bank shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), and no Lender shall be obligated to participate in any Letter of Credit if immediately after giving effect to as of the date of such L/C Credit Extension, (wx) the aggregate L/C Revolving Exposure in respect of Letters of Credit issued by such L/C Issuer any Revolving Lender would exceed such L/C IssuerXxxxxx’s L/C Issuer Sublimit, (x) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit Revolving Commitment or (y) the Revolving Credit Exposure Outstanding Amount of any Lender the L/C Obligations would exceed such Lender’s Revolving Credit Commitmentthe L/C Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a) (the “In accordance with Section 2.03(8), all Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and Credit shall be deemed to have been issued under pursuant to this Agreement Section 2.03(1) (except that the provisions of 2.03(7) shall not apply to such deemed issuance on the Closing Date).
(iib) An L/C Issuer Issuing Bank shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(Ai) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer Issuing Bank from issuing such Letter of Credit, or any Law applicable to such L/C Issuer Issuing Bank or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer Issuing Bank shall prohibit, or direct that such L/C Issuer Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer Issuing Bank is not otherwise compensated hereunder);
(Bii) subject to Section 2.03(b)(iii2.03(2)(c), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (A) each Appropriate Lender has approved of such expiration date or (B) the relevant Outstanding Amount of L/C Issuer Obligations in respect of such requested Letter of Credit has approved such expiry datebeen Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank;
(Ciii) the expiry date of such requested Letter of Credit would occur after the Letter of Credit L/C Expiration Date, unless (A) each Appropriate Lender has approved of such expiration date or (B) the relevant Outstanding Amount of L/C Issuer has approved Obligations in respect of such expiry date (it being understood that the participations of the Revolving Credit Lenders in any undrawn requested Letter of Credit shall in any event terminate on has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the Letter of Credit Expiration Date)applicable Issuing Bank;
(Div) the issuance of such Letter of Credit would violate any Laws binding upon policies of such L/C Issuer;Issuing Bank applicable to letters of credit generally; or
(Ev) any Revolving Lender is at that time a Defaulting Lender, unless such Issuing Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.17(1)(d)) with respect to the Defaulting Lender arising from either the Letter of Credit is then proposed to be denominated in a currency issued or that Letter of Credit and all other than Dollars or any Revolving Alternative Currency unless otherwise agreed by the applicable L/C Issuer and the Administrative Agent; or
(F) the Letter of Credit is Obligations as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in an initial amount less than the Dollar Equivalent of $100,000its sole discretion.
(iiic) An L/C Issuer Issuing Bank shall be under no obligation to amend any Letter of Credit if (Ai) such L/C Issuer Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, hereof or (Bii) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 3 contracts
Samples: Credit Agreement (Life Time Group Holdings, Inc.), Credit Agreement (Life Time Group Holdings, Inc.), Credit Agreement (Life Time Group Holdings, Inc.)
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the Availability Period for period from the Revolving Closing Date until the Letter of Credit FacilityExpiration Date, to issue Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case for the account of the Borrowers Borrower (provided that any Letter of Credit may be for the benefit of any Restricted Subsidiary of the Parent Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Letters of Credit and (2) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), and no Lender shall be obligated to participate in any Letter of Credit if immediately after giving effect to such L/C Credit Extension, (wx) the aggregate Revolving Credit Exposure of any Lender attributable to its Revolving Credit Commitment of any Class would exceed such Xxxxxx’s Revolving Credit Commitment of such Class, or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that no L/C Issuer shall be obligated to issue, amend or renew any Letter of Credit if (I) the Outstanding Amount of Letters of Credit issued by such L/C Issuer, when aggregated with the Revolving Credit Exposure in respect of such L/C Issuer (other than Revolving Credit Exposure attributable to Letters of Credit issued by such L/C Issuer) would exceed the L/C Issuer’s aggregate Revolving Credit Commitments or (II) the Outstanding Amount of Letters of Credit issued by such L/C Issuer would exceed such its L/C Issuer’s L/C Issuer Sublimit, (x) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (y) the Revolving Credit Exposure of any Lender would exceed such Lender’s Revolving Credit Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.
(ii) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (1) the Required Revolving Credit Lenders and (2) the relevant L/C Issuer has have approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (1) all the Revolving Credit Lenders and (2) the relevant L/C Issuer has have approved such expiry date (it being understood that date, except to the participations of the Revolving Credit Lenders in any undrawn extent such Letter of Credit shall is Cash Collateralized in any event terminate on accordance with Section 2.03(f) or otherwise backstopped pursuant to arrangements reasonably satisfactory to the Letter of Credit Expiration Date)relevant L/C Issuer;
(D) the issuance of such Letter of Credit would violate any Laws binding upon such L/C IssuerIssuer or one or more policies of the L/C Issuer applicable to letters of credit generally;
(E) the Letter of Credit is to be denominated in a currency other than Dollars or any Revolving Alternative Currency unless otherwise agreed by the applicable L/C Issuer and the Administrative AgentDollars;
(F) [reserved]; or
(FG) any Lender is at that time a Defaulting Lender, unless after giving effect to the Letter requested issuance the requirements of Credit is in an initial amount less than the Dollar Equivalent of $100,000Section 2.16(e) have been satisfied.
(iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 3 contracts
Samples: Credit Agreement (RingCentral, Inc.), Credit Agreement (RingCentral, Inc.), Credit Agreement (RingCentral, Inc.)
The Letter of Credit Commitments. (ia) Subject to the terms and conditions set forth herein, (1i) each L/C Issuer Issuing Bank agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (xA) from time to time on any Business Day during the Availability Period for period from the Revolving Credit FacilityClosing Date until the L/C Expiration Date, to issue Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case an Available LC Currency for the account of the Borrowers Borrower, Holdings or a Restricted Subsidiary (provided that any such Letter of Credit may be for the benefit of Holdings or any Subsidiary of the Parent Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b2.03(2), and (yB) to honor drafts drawings under the Letters of Credit and (2ii) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer Issuing Bank shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), and no Lender shall be obligated to participate in any Letter of Credit if immediately after giving effect to as of the date of such L/C Credit Extension, (w) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (x) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (y) the Revolving Credit Exposure of any Revolving Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the L/C Sublimit or (z) the Outstanding Amount of the L/C Obligations issued by such Issuing Bank would exceed its L/C Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.
(iib) An L/C Issuer Issuing Bank shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(Ai) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer Issuing Bank from issuing such Letter of Credit, or any Law applicable to such L/C Issuer Issuing Bank or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer Issuing Bank shall prohibit, or direct that such L/C Issuer Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer Issuing Bank is not otherwise compensated hereunder);
(Bii) subject to Section 2.03(b)(iii2.03(2)(c), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (A) each Appropriate Lender has approved of such expiration date or (B) the relevant Outstanding Amount of L/C Issuer Obligations in respect of such requested Letter of Credit has approved such expiry datebeen Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank;
(Ciii) the expiry date of such requested Letter of Credit would occur after the Letter of Credit L/C Expiration Date, unless (A) each Appropriate Lender has approved of such expiration date or (B) the relevant Outstanding Amount of L/C Issuer has approved Obligations in respect of such expiry date (it being understood that the participations of the Revolving Credit Lenders in any undrawn requested Letter of Credit shall in any event terminate on has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the Letter of Credit Expiration Date)applicable Issuing Bank;
(Div) the issuance of such Letter of Credit would violate any Laws binding upon policies of such L/C Issuer;Issuing Bank applicable to letters of credit generally; provided that (i) Xxxxxx Xxxxxxx Senior Funding, Inc. and its Affiliates shall only be required to issue standby letters of credit and shall not be required to issue (x) any bank guarantees or (y) any letter of credit denominated in any Available LC Currency other than Dollars without its prior consent and (ii) Bank of America, N.A. and JPMorgan Chase Bank, N.A. and their respective Affiliates shall not be required to issue any bank guarantees; or
(Ev) any Revolving Lender is at that time a Defaulting Lender, unless such Issuing Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.17(1)(d)) with respect to the Defaulting Lender arising from either the Letter of Credit is then proposed to be denominated in a currency issued or that Letter of Credit and all other than Dollars or any Revolving Alternative Currency unless otherwise agreed by the applicable L/C Issuer and the Administrative Agent; or
(F) the Letter of Credit is Obligations as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in an initial amount less than the Dollar Equivalent of $100,000its sole discretion.
(iiic) An L/C Issuer Issuing Bank shall be under no obligation to amend any Letter of Credit if (Ai) such L/C Issuer Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, hereof or (Bii) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 3 contracts
Samples: First Lien Credit Agreement (McAfee Corp.), First Lien Credit Agreement (McAfee Corp.), First Lien Credit Agreement (McAfee Corp.)
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1A)(1) each Dollar L/C Issuer agrees, in reliance upon the agreements of the other Dollar Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the Availability Period for period from the Revolving Closing Date until the Letter of Credit FacilityExpiration Date, to issue Dollar Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case for the account of the Borrowers Parent Borrower (provided that any Dollar Letter of Credit may be for the benefit of any Subsidiary of the Parent Borrower) and to amend or renew Dollar Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts drawings under the Dollar Letters of Credit and (2) the Dollar Revolving Credit Lenders severally agree to participate in Dollar Letters of Credit issued pursuant to this Section 2.03 and (B)(1) each Alternative Currency L/C Issuer agrees, in reliance upon the agreements of the other Alternative Currency Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Alternative Currency Letters of Credit denominated in Dollars or in an Alternative Currency for the account of the Parent Borrower or any Foreign Subsidiary Revolving Borrower (provided that any Alternative Currency Letter of Credit may be for the benefit of any Subsidiary of the Parent Borrower or any Foreign Subsidiary Revolving Borrower) and to amend or renew Alternative Currency Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drawings under the Alternative Currency Letters of Credit and (2) the Alternative Currency Revolving Credit Lenders severally agree to participate in Alternative Currency Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer Issuers shall not be obligated to make any L/C Credit Extension Extensions with respect to any Letter Letters of Credit, and, except in the case of the following clause (w), no Lender and Lenders shall not be obligated to participate in any Letter of Credit if immediately after giving effect to such L/C Credit Extension, (w) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimitif, as of the date of the applicable (I) Dollar Letter of Credit, (x) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (y) the Dollar Revolving Credit Exposure of any Lender would exceed such Lender’s Dollar Revolving Credit CommitmentCommitment or (y) the Outstanding Amount of all Dollar L/C Obligations would exceed the Dollar L/C Sublimit and (II) Alternative Currency Letter of Credit, (x) the Alternative Currency Revolving Credit Exposure of any Lender would exceed such Lender’s Alternative Currency Revolving Credit Commitment or (y) the Outstanding Amount of all Alternative Currency L/C Obligations would exceed the Alternative Currency L/C Sublimit; provided further that no Letter of Credit shall be issued by any L/C Issuer the stated amount of which, when added to the Outstanding Amount of L/C Credit Extensions with respect to such L/C Issuer, would exceed the applicable Specified L/C Sublimit of such L/C Issuer then in effect. 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 Borrowers’ Parent Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers Parent Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.
(ii) An L/C Issuer shall not issue any Letter of Credit if:
(A) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless otherwise agreed by such L/C Issuer and the Administrative Agent in their sole discretion; or
(B) the expiry date of such requested Letter of Credit would occur after the applicable Letter of Credit Expiration Date, unless (1) each Appropriate Lender shall have approved such expiry date or (2) the Outstanding Amount of the L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized.
(iii) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the relevant L/C Issuer has approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the relevant L/C Issuer has approved such expiry date (it being understood that the participations of the Revolving Credit Lenders in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Expiration Date);
(D) the issuance of such Letter of Credit would violate any Laws binding upon one or more policies of such L/C Issuer applicable to letters of credit generally;
(C) except as otherwise agreed by the Administrative Agent and such L/C Issuer;
(E) the , such Letter of Credit is to be denominated in a currency other than (i) in the case of Dollar Letters of Credit, Dollars and (ii) in the case of Alternative Currency Letters of Credit, Dollars or an Alternative Currency; or
(D) any Dollar Revolving Credit Lender, in the case of a Dollar Letter of Credit, or any Alternative Currency Revolving Credit Lender, in the case of an Alternative Currency Letter of Credit, is a Defaulting Lender, unless otherwise agreed by the applicable such L/C Issuer has entered into arrangements reasonably satisfactory to it and the Administrative Agent; or
(F) Parent Borrower to eliminate such L/C Issuer’s risk with respect to the participation in such Letter of Credit is by all such Defaulting Lenders, including by (1) Cash Collateralizing, (2) reallocating pursuant to Section 2.17(a), or (3) obtaining a backstop letter of credit from an issuer reasonably satisfactory to the L/C Issuer to support, each such Defaulting Lender’s Pro Rata Share of any L/C Obligations in an initial amount less than the Dollar Equivalent respect of $100,000such Letter of Credit.
(iiiiv) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
(v) Each L/C Issuer shall act on behalf of the Appropriate Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by 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 Article IX included such L/C Issuer with respect to such acts or omissions and (B) as additionally provided herein with respect to the L/C Issuers.
Appears in 3 contracts
Samples: Credit Agreement (Clear Channel Communications Inc), Credit Agreement (Clear Channel Communications Inc), Credit Agreement (Clear Channel Communications Inc)
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the Availability Period for period from the Revolving Closing Date until the Letter of Credit FacilityExpiration Date, to issue Letters of Credit denominated in Dollars or any Revolving in one or more Alternative Currency, in each case L/C currencies for the account of the Borrowers Borrower (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Parent Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts drawings under the Letters of Credit and (2) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), and no Lender shall be obligated to participate in any Letter of Credit if immediately after giving effect to such L/C Credit Extension, (w) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (x) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (y) the Revolving Credit Exposure of any Lender would exceed such Lender’s Revolving Credit Commitment, or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. 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 Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of the letters of credit described on in Schedule 2.03
(a2.03(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing DateDate and shall be subject to and governed by the terms and conditions of this Agreement.
(ii) An L/C Issuer shall not issue any Letter of Credit if:
(A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the Required Revolving Credit Lenders have approved such expiry date; or
(B) subject to Section 2.03(b)(iii), 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 such L/C Issuer have approved such expiry date or (y) the Borrower has entered into arrangements reasonably satisfactory to the relevant L/C Issuer to Cash Collateralize the Outstanding Amount of such L/C Obligations or backstop such Letter of Credit on the later of (I) the date of issuance of such Letter of Credit and (II) the 30th day prior to the Letter of Credit Expiration Date).
(iii) An L/C Issuer shall not be under no any obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such the Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct request that such L/C Issuer refrain from, the issuance of letters of credit generally or such the Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such the Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated for hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for and which such L/C Issuer is not otherwise compensated hereunder)for hereunder and in good xxxxx xxxxx material to it;
(B) subject to Section 2.03(b)(iii), the expiry date issuance of such requested the Letter of Credit would occur violate one or more than twelve months after the date policies of issuance or last renewal, unless the relevant such L/C Issuer has approved such expiry dateapplicable to letters of credit generally;
(C) except as otherwise agreed by the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the relevant L/C Issuer has approved such expiry date (it being understood that the participations of the Revolving Credit Lenders in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Expiration Date);
(D) the issuance of such Letter of Credit would violate any Laws binding upon Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $25,000;
(ED) the Letter of Credit is to be denominated in a currency other than Dollars or any Revolving an Alternative Currency unless otherwise agreed by the applicable L/C Currency;
(E) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency;
(F) any Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, with the Borrower or such Lender to eliminate the L/C Issuer’s 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 the Administrative Agentall other L/C Obligations as to which such L/C Issuer has Fronting Exposure, as it may elect in its sole discretion; or
(FG) the Letter of Credit is in an initial contains any provisions for automatic reinstatement of the stated amount less than the Dollar Equivalent of $100,000after any drawing thereunder.
(iiiiv) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such the Letter of Credit does not accept the proposed amendment to such the Letter of Credit.
(v) An 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 such L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the Letter of Credit Application pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to such L/C Issuer.
Appears in 3 contracts
Samples: Credit Agreement (Corporate Executive Board Co), Credit Agreement (Corporate Executive Board Co), Credit Agreement (Corporate Executive Board Co)
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the Availability Period for the Revolving Credit Facility, to issue Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case for the account of the Borrowers Borrower (provided that any Letter of Credit may be for the benefit of any Restricted Subsidiary of the Parent BorrowerBorrower so long as (x) the Borrower is a joint and several co-applicant and co-obligor in respect of such Letter of Credit and (y) such L/C Issuer has completed its customary “know your client” procedures with respect to such Restricted Subsidiary; provided that each notice requesting the issuance of such Letter of Credit and each letter of credit application in respect thereof shall be deemed by a representation and warranty by the Borrower that such Subsidiary is a Restricted Subsidiary) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Letters of Credit and (2) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), no Lender shall be obligated to participate in any Letter of Credit if immediately after giving effect to such L/C Credit Extension, (w) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (x) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (y) the Revolving Credit Exposure of any Lender would exceed such LenderXxxxxx’s Revolving Credit Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of On the letters of credit described on Schedule 2.03
(a) (the “Existing Conversion Date, any Letters of Credit”Credit that were issued under (and as defined in) shall constitute a “Letter of Credit” for all purposes of this the DIP Revolving Credit Agreement prior to the Conversion Date and then outstanding shall be deemed issued under the Revolving Credit Facility hereunder for the account of the Borrower or any applicable Restricted Subsidiary for all purposes under this Agreement on without need for any further action by the Closing DateBorrower or any other Person, and shall be governed by the terms and conditions of this Agreement.
(ii) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the relevant L/C Issuer has approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the relevant L/C Issuer has approved such expiry date (it being understood that the participations of the Revolving Credit Lenders in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Expiration Date);
(D) the issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer;
(E) the Letter of Credit is to be denominated in a currency other than Dollars or any Revolving Alternative Currency unless otherwise agreed by the applicable L/C Issuer and the Administrative Revolver Agent; or;
(F) the Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,000;
(G) the face amount of such Letter of Credit (together with all other Letters of Credit issued by such L/C Issuer and outstanding at such time) shall exceed the L/C Issuer Sublimit applicable to such L/C Issuer; or
(H) (i) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank now or hereafter applicable to letters of credit generally or (ii) such Letter of Credit is not a standby letter of credit.
(iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 2 contracts
Samples: Credit Agreement (Frontier Communications Parent, Inc.), Credit Agreement (Frontier Communications Parent, Inc.)
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1A)(1) each Dollar L/C Issuer agrees, in reliance upon the agreements of the other Dollar Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the Availability Period for period from the Closing Date until the Letter of Credit Expiration Date applicable to Dollar Letters of Credit issued under the Dollar Revolving Credit Facility, to issue Dollar Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case for the account of the Borrowers Borrower (provided provided, that any Dollar Letter of Credit may be for the benefit of any Subsidiary of the Parent Borrower) and to amend or renew Dollar Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Dollar Letters of Credit and (2) the Dollar Revolving Credit Lenders severally agree to participate in Dollar Letters of Credit issued pursuant to this Section 2.03 and (B)(1) each Alternative Currency L/C Issuer agrees, in reliance upon the agreements of the other Alternative Currency Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date applicable to Alternative Currency Letters of Credit issued under the Alternative Currency Revolving Credit Facility, to issue Alternative Currency Letters of Credit denominated in an Alternative Currency for the account of the Borrower (provided, that any Alternative Currency Letter of Credit may be for the benefit of any Subsidiary of the Borrower) and to amend or renew Alternative Currency Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Alternative Currency Letters of Credit and (2) the Alternative Currency Revolving Credit Lenders severally agree to participate in Alternative Currency Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), and no Lender shall be obligated to participate in any Letter of Credit if immediately after giving effect to as of the date of such L/C Credit Extension, (w) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (x) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (y) the Dollar Revolving Credit Exposure of any Lender would exceed such Lender’s Dollar Revolving Credit Commitment, (y) the Alternative Currency Revolving Credit Exposure of any Lender would exceed such Lender’s Alternative Currency Revolving Credit Commitment or (z) the Outstanding Amount of the Dollar L/C Obligations would exceed the Dollar Letter of Credit Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.
(ii) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit (other than the Letters of Credit listed on Schedule 2.03(a)(ii)(B)) would occur more than twelve months after the date of issuance or last renewal, unless the relevant L/C Issuer has Required Lenders have approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the applicable Letter of Credit Expiration Date, unless all the relevant L/C Issuer has Dollar Revolving Credit Lenders have approved such expiry date (it being understood that the participations of the Revolving Credit Lenders in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Expiration Date);date; or
(D) the issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer;
(E) the Letter of Credit is to be denominated in a currency other than Dollars or any Revolving Alternative Currency unless otherwise agreed by the applicable L/C Issuer and the Administrative Agent; or
(F) the Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,000.
(iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 2 contracts
Samples: Credit Agreement (Freescale Semiconductor Holdings I, Ltd.), Credit Agreement (Freescale Semiconductor Holdings I, Ltd.)
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (x1) from time to time on any Business Day during the Availability Period for period from the Revolving Closing Date until the Letter of Credit FacilityExpiration Date, to issue Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case for the account of the Borrowers (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Parent Borrower) Pacer or its Subsidiaries, and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (y2) to honor drafts drawings under the Letters of Credit Credit; and (2B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03for the account of Pacer or its Subsidiaries and any drawings thereunder; provided that no L/C Issuer shall be obligated after giving effect to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), no Lender shall be obligated to participate in any Letter of Credit if immediately after giving effect to such L/C Credit Extension, (w) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (x) the Total Outstandings shall not exceed the Borrowing Base, (y) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Exposure would Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s pro rata share of the Borrowing Base, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit Sublimit. Each request by the Borrower Agent on behalf of a Borrower for the issuance or (y) amendment of a Letter of Credit shall be deemed to be a representation by such Borrower that the Revolving L/C Credit Exposure of any Lender would exceed such Lender’s Revolving Credit CommitmentExtension 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 Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the 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. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a) (the “All Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and Credit shall be deemed to have been issued under this Agreement on pursuant hereto, and from and after the Closing DateDate shall be subject to and governed by the terms and conditions hereof.
(ii) An No L/C Issuer shall issue any Letter of Credit if such L/C Issuer receives written notice from a Lender, the Administrative Agent or any Borrower at least one Business Day before issuance of a Letter of Credit that one or more L/C Conditions has not been satisfied. Upon receipt of such notice, no L/C Issuer shall issue any Letter of Credit until such notice is withdrawn in writing by that Lender, the Administrative Agent or that Borrower or until Required Lenders have waived such condition in accordance with this Agreement.
(iii) No L/C Issuer shall be under no any obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for and which such L/C Issuer is not otherwise compensated hereunder)in good xxxxx xxxxx material to it;
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the relevant L/C Issuer has approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the relevant L/C Issuer has approved such expiry date (it being understood that the participations of the Revolving Credit Lenders in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Expiration Date);
(D) the issuance of such Letter of Credit would violate any Laws binding upon one or more policies of such L/C Issuer applicable to letters of credit generally;
(C) except as otherwise agreed by the Administrative Agent and such L/C Issuer;
(E) the Letter of Credit is to be denominated in a currency other than Dollars or any Revolving Alternative Currency unless otherwise agreed by the applicable L/C Issuer and the Administrative Agent; or
(F) the , such Letter of Credit is in an initial stated amount less than $250,000; or
(D) any Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the Dollar Equivalent delivery of $100,000Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower Agent or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.23(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.
(iiiiv) An No L/C Issuer shall amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof.
(v) No L/C Issuer shall be under no any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
(vi) Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X with respect to any acts taken or omissions suffered by 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 Article X included such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to such L/C Issuer.
Appears in 2 contracts
Samples: Credit Agreement (Pacer International Inc), Credit Agreement (Pacer International Inc)
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1A)(1) each Dollar L/C Issuer agrees, in reliance upon the agreements of the other Dollar Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the Availability Period for period from the Revolving Closing Date until the Letter of Credit FacilityExpiration Date, to issue Dollar Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case for the account of the Borrowers Parent Borrower (provided that any Dollar Letter of Credit may be for the benefit of any Subsidiary of the Parent Borrower) and to amend or renew Dollar Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts drawings under the Dollar Letters of Credit and (2) the Dollar Revolving Credit Lenders severally agree to participate in Dollar Letters of Credit issued pursuant to this Section 2.03 and (B)(1) each Alternative Currency L/C Issuer agrees, in reliance upon the agreements of the other Alternative Currency Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Alternative Currency Letters of Credit denominated in Dollars or in an Alternative Currency for the account of the Parent Borrower or any Foreign Subsidiary Revolving Borrower (provided that any Alternative Currency Letter of Credit may be for the benefit of any Subsidiary of the Parent Borrower or any Foreign Subsidiary Revolving Borrower) and to amend or renew Alternative Currency Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drawings under the Alternative Currency Letters of Credit and (2) the Alternative Currency Revolving Credit Lenders severally agree to participate in Alternative Currency Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer Issuers shall not be obligated to make any L/C Credit Extension Extensions with respect to any Letter Letters of Credit, and, except in the case of the following clause (w), no Lender and Lenders shall not be obligated to participate in any Letter of Credit if immediately after giving effect to such L/C Credit Extension, (w) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimitif, as of the date of the applicable (I) Dollar Letter of Credit, (x) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (y) the Dollar Revolving Credit Exposure of any Lender would exceed such Lender’s Dollar Revolving Credit CommitmentCommitment or (y) the Outstanding Amount of all Dollar L/C Obligations would exceed the Dollar L/C Sublimit and (II) Alternative Currency Letter of Credit, (x) the Alternative Currency Revolving Credit Exposure of any Lender would exceed such Lender’s Alternative Currency Revolving Credit Commitment or (y) the Outstanding Amount of all Alternative Currency L/C Obligations would exceed the Alternative Currency L/C Sublimit; provided further that no Letter of Credit shall be issued by any L/C Issuer the stated amount of which, when added to the Outstanding Amount of L/C Credit Extensions with respect to such L/C Issuer, would exceed the applicable Specified L/C Sublimit of such L/C Issuer then in effect. 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 Borrowers’ Parent Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers Parent Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.
(ii) An L/C Issuer shall not issue any Letter of Credit if:
(A) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless otherwise agreed by such L/C Issuer and the Administrative Agent in their sole discretion; or
(B) the expiry date of such requested Letter of Credit would occur after the applicable Letter of Credit Expiration Date, unless (1) each Appropriate Lender shall have approved such expiry date or (2) the Outstanding Amount of the L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized.
(iii) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the relevant L/C Issuer has approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the relevant L/C Issuer has approved such expiry date (it being understood that the participations of the Revolving Credit Lenders in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Expiration Date);
(D) the issuance of such Letter of Credit would violate any Laws binding upon one or more policies of such L/C Issuer applicable to letters of credit generally; or
(C) except as otherwise agreed by the Administrative Agent and such L/C Issuer;
(E) the , such Letter of Credit is to be denominated in a currency other than (i) in the case of Dollar Letters of Credit, Dollars and (ii) in the case of Alternative Currency Letters of Credit, Dollars or any Revolving an Alternative Currency unless otherwise agreed by the applicable L/C Issuer and the Administrative Agent; or
(F) the Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,000Currency.
(iiiiv) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
(v) Each L/C Issuer shall act on behalf of the Appropriate Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by 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 Article IX included such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuers.
Appears in 2 contracts
Samples: Credit Agreement (Clear Channel Communications Inc), Credit Agreement (C C Media Holdings Inc)
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders under the Revolving Credit Facility set forth in this Section 2.03, (x) from time to time on any Business Day during following the Availability Period for Closing Date before the Revolving Letter of Credit FacilityFacility Expiration Date, to issue Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case for the account of the Borrowers Parent Borrower (provided provided, that any Letter of Credit may be for the benefit account of any Restricted Subsidiary of the Parent Borrower with the approval of the applicable L/C Issuer (such approval not to be unreasonably withheld or delayed); provided, further that the Parent Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the Parent Borrower, and that the Parent Borrower’s business derives substantial benefits from the businesses of such Subsidiaries, and the Parent Borrower hereby irrevocably agrees to be bound jointly and severally to reimburse the applicable L/C Issuer for amounts drawn on any Letter of Credit issued for the account of any Subsidiary) and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Letters of Credit and (2) the Revolving Credit Lenders under the Revolving Credit Facility severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), Credit and no Revolving Credit Lender shall be obligated to participate in any Letter of Credit if immediately after giving effect to such L/C Credit Extension, (v) Excess Availability would be less than $0, (w) the Total Outstandings would exceed the Revolving Credit Commitments then in effect, (x) the sum of the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, would exceed such Lender’s Revolving Credit Commitment, (y) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (z) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (x) the aggregate L/C Exposure would exceed the Letter Commitment. Letters of Credit Sublimit or (y) shall constitute utilization of the Revolving Credit Exposure of any Lender would exceed such Lender’s Revolving Credit CommitmentCommitments. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Parent Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers Parent Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a2.03(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.
(ii) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for and which such the L/C Issuer is not otherwise compensated hereunder)in good xxxxx xxxxx material to it;
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewalextension, unless the relevant L/C Issuer has approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Facility Expiration Date, unless the relevant L/C Issuer has approved such expiry date (it being understood that the participations of the Revolving Credit Lenders under the Revolving Credit Facility in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Facility Expiration Date);
(D) in the case of Letters of Credit, if such Letter of Credit is to be denominated in a currency other than Dollars or an Approved Currency; or
(E) any Lender of the applicable Class is at such time a Defaulting Lender, nor shall any L/C Issuer be under any obligation to extend or amend existing Letters of Credit, unless such L/C Issuer has entered into arrangements, including reallocation of such Lender’s Applicable Percentage of the applicable outstanding L/C Obligations pursuant to Section 2.16 or the delivery of Cash Collateral, with the Parent Borrower or such Lender to eliminate such L/C Issuer’s actual or potential L/C Exposure (after giving effect to Section 2.16) with respect to such Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential L/C Exposure; or
(F) the issuance of such Letter of Credit would violate any Laws binding upon such L/C IssuerIssuer or one or more policies of such L/C Issuer applicable to letters of credit in general;
(EG) the such Letter of Credit is to be denominated in not a currency other than Dollars or any Revolving Alternative Currency unless otherwise agreed by the applicable L/C Issuer and the Administrative Agentstandby letter of credit; or
(FH) the such Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,00010,000.
(iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
(iv) The aggregate L/C Commitments of all the L/C Issuers shall be less than or equal to the Letter of Credit Sublimit at all times.
Appears in 2 contracts
Samples: Credit Agreement (Clear Channel Outdoor Holdings, Inc.), Abl Credit Agreement (Clear Channel Outdoor Holdings, Inc.)
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the Availability Period for period from the Revolving Closing Date until the Letter of Credit FacilityExpiration Date, to issue Letters of Credit denominated in Dollars or any Revolving in one or more Alternative Currency, in each case L/C currencies for the account of the Borrowers Borrower (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Parent Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts drawings under the Letters of Credit and (2) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), and no Lender shall be obligated to participate in any Letter of Credit if immediately after giving effect to such L/C Credit Extension, (w) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (x) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (y) the Revolving Credit Exposure of any Lender would exceed such Lender’s Revolving Credit Commitment, or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. 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 Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of the letters of credit described on in Schedule 2.03
(a2.03(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing DateDate and shall be subject to and governed by the terms and conditions of this Agreement. All Letters of Credit outstanding under the Revolving Credit Commitments immediately prior to the Amendment No. 3 Effective Date shall be deemed to be Letters of Credit issued under the Tranche A Revolving Commitments and Incremental Tranche A Revolving Commitments. All Letters of Credit outstanding under the Tranche A Revolving Commitments immediately prior to the Amendment No. 4 Effective Date shall be deemed to be Letters of Credit issued under the Tranche A-1 Revolving Commitments and Incremental Tranche A-1 Revolving Commitments.
(ii) An L/C Issuer shall not issue any Letter of Credit if:
(A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the Required Revolving Credit Lenders have approved such expiry date; or
(B) subject to Section 2.03(b)(iii), 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 such L/C Issuer have approved such expiry date or (y) the Borrower has entered into arrangements reasonably satisfactory to the relevant L/C Issuer to Cash Collateralize the Outstanding Amount of such L/C Obligations or backstop such Letter of Credit on the later of (I) the date of issuance of such Letter of Credit and (II) the 30th day prior to the Letter of Credit Expiration Date).
(iii) An L/C Issuer shall not be under no any obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such the Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct request that such L/C Issuer refrain from, the issuance of letters of credit generally or such the Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such the Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated for hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for and which such L/C Issuer is not otherwise compensated hereunder)for hereunder and in good xxxxx xxxxx material to it;
(B) subject to Section 2.03(b)(iii), the expiry date issuance of such requested the Letter of Credit would occur violate one or more than twelve months after the date policies of issuance or last renewal, unless the relevant such L/C Issuer has approved such expiry dateapplicable to letters of credit generally;
(C) except as otherwise agreed by the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the relevant L/C Issuer has approved such expiry date (it being understood that the participations of the Revolving Credit Lenders in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Expiration Date);
(D) the issuance of such Letter of Credit would violate any Laws binding upon Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $25,000;
(ED) the Letter of Credit is to be denominated in a currency other than Dollars or any Revolving an Alternative Currency unless otherwise agreed by the applicable L/C Currency;
(E) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency;
(F) any Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, with the Borrower or such Lender to eliminate the L/C Issuer’s 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 the Administrative Agentall other L/C Obligations as to which such L/C Issuer has Fronting Exposure, as it may elect in its sole discretion; or
(FG) the Letter of Credit is in an initial contains any provisions for automatic reinstatement of the stated amount less than the Dollar Equivalent of $100,000after any drawing thereunder.
(iiiiv) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such the Letter of Credit does not accept the proposed amendment to such the Letter of Credit.
(v) An 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 such L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the Letter of Credit Application pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to such L/C Issuer.
Appears in 2 contracts
Samples: Credit Agreement (CEB Inc.), Credit Agreement (CEB Inc.)
The Letter of Credit Commitments. (ia) Subject to the terms and conditions set forth herein, (1i) each L/C Issuer Issuing Bank agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (xA) from time to time on any Business Day during the Availability Period for period from the Revolving Credit FacilityClosing Date until the L/C Expiration Date, to issue Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case for the account of Holdings (to the Borrowers extent not prohibited under Section 7.09), the Borrower or any of its Restricted Subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder) (provided that any such Letter of Credit may be for the benefit of Holdings or any Subsidiary of the Parent Borrower) and to amend or renew extend such Letters of Credit previously issued by it, in accordance with Section 2.03(b2.03(2), and (yB) to honor drafts drawings under the Letters of Credit and (2ii) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer Issuing Bank shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), and no Lender shall be obligated to participate in any Letter of Credit if immediately after giving effect to as of the date of such L/C Credit Extension, (wx) the aggregate L/C Revolving Exposure in respect of Letters of Credit issued by such L/C Issuer any Revolving Lender would exceed such L/C IssuerXxxxxx’s L/C Issuer SublimitRevolving Commitment, (x) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (y) the Revolving Credit Exposure Outstanding Amount of any Lender the L/C Obligations would exceed the L/C Sublimit or (z) the Outstanding Amount of the L/C Obligations issued by such Lender’s Revolving Credit Issuing Bank would exceed its L/C Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.
(iib) An L/C Issuer Issuing Bank shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(Ai) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer Issuing Bank from issuing such Letter of Credit, or any Law applicable to such L/C Issuer Issuing Bank or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer Issuing Bank shall prohibit, or direct that such L/C Issuer Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Effective Date, or shall impose upon such L/C Issuer Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Effective Date (for which such L/C Issuer Issuing Bank is not otherwise compensated hereunder);
(Bii) subject to Section 2.03(b)(iii2.03(2)(c), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewalextension, unless (A) each Appropriate Lender has approved of such expiration date or (B) the relevant Outstanding Amount of L/C Issuer Obligations in respect of such requested Letter of Credit has approved such expiry datebeen Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank prior to the date that is twelve months after the date of issuance thereof;
(Ciii) subject to Section 2.03(2)(c), the expiry date of such requested Letter of Credit would occur after the Letter of Credit L/C Expiration Date, unless (I) each Appropriate Lender has approved of such expiration date or (II) the relevant Outstanding Amount of L/C Issuer has approved Obligations in respect of such expiry date (it being understood that the participations of the Revolving Credit Lenders in any undrawn requested Letter of Credit shall in any event terminate on has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the Letter of Credit applicable Issuing Bank prior to the L/C Expiration Date);
(Div) the issuance of such Letter of Credit would violate any Laws binding upon policies of such L/C Issuer;Issuing Bank applicable to letters of credit generally; provided that no Issuing Bank shall be required to issue either (A) letters of guarantee or bankers’ acceptances or (B) commercial letters of credit, in each case without its consent; or
(Ev) any Revolving Lender is at that time a Defaulting Lender, unless such Issuing Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.17(1)(d)) with respect to the Defaulting Lender arising from either the Letter of Credit is then proposed to be denominated in a currency issued or that Letter of Credit and all other than Dollars or any Revolving Alternative Currency unless otherwise agreed by the applicable L/C Issuer and the Administrative Agent; or
(F) the Letter of Credit is Obligations as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in an initial amount less than the Dollar Equivalent of $100,000.
(iii) its sole discretion. An L/C Issuer Issuing Bank shall be under no obligation to amend any Letter of Credit if (Ai) such L/C Issuer Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, hereof or (Bii) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 2 contracts
Samples: Credit Agreement (LifeStance Health Group, Inc.), Credit Agreement (LifeStance Health Group, Inc.)
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (x1) from time to time on any Business Day during the Availability Period for period from the Revolving Closing Date until the Letter of Credit FacilityFinal Issuance Date, to issue Letters of Credit denominated in U.S. Dollars or any Revolving Alternative Currency, and in each case form reasonably acceptable to such L/C Issuer for the account of the Borrowers any Borrower (provided that any Letter of Credit may be for the benefit of any Restricted Subsidiary of the Parent BorrowerHoldings) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y2) to honor drafts drawings under the Letters of Credit and (2B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), no Lender shall be obligated to participate in any Letter of Credit if immediately after giving effect to such L/C Credit Extension, (w) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (x) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (yv) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (w) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit, (x) the German Revolving Credit Exposure of all Revolving Credit Lenders would exceed the German Borrowing Base, (y) the Maltese Revolving Credit Exposure of all Revolving Credit Lenders would exceed the Maltese Borrowing Base or (z) the aggregate Revolving Credit Exposure of all Revolving Credit Lenders would exceed the Maximum Credit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the 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. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.
(ii) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, direct or direct request that such L/C Issuer refrain from, from the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital or liquidity requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve 12 months after the date of issuance or last renewal, unless (i) the Required Lenders and (ii) the relevant L/C Issuer has have approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Final Issuance Date, (i) unless all the Revolving Credit Lenders and the relevant L/C Issuer has have approved such expiry date or (it being understood that the participations of the Revolving Credit Lenders in any undrawn ii) such Letter of Credit shall in any event terminate on will be Cash Collateralized or backstopped pursuant to arrangements reasonably acceptable to the Letter of Credit Expiration Date)relevant L/C Issuer;
(D) the issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer;
(E) the Letter of Credit is to be denominated in a currency other than Dollars or any Revolving Alternative Currency unless otherwise agreed by the applicable L/C Issuer and the Administrative AgentU.S. Dollars; or
(F) the Letter of Credit is in an initial stated amount less than the Dollar Equivalent of $100,00050,000.
(iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 2 contracts
Samples: Abl Credit Agreement (King Digital Entertainment PLC), Abl Credit Agreement (King Digital Entertainment PLC)
The Letter of Credit Commitments. (ia) Subject to the terms and conditions set forth herein, (1i) each L/C Issuer Issuing Bank agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (xA) from time to time on any Business Day during the Availability Period for period from the Revolving Credit FacilityClosing Date until the L/C Expiration Date, to issue Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case for the account of the Borrowers Borrower or a Restricted Subsidiary (provided that any such Letter of Credit may be for the benefit of any Subsidiary of the Parent Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b2.03(2), and (yB) to honor drafts drawings under the Letters of Credit and (2ii) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer Issuing Bank shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), and no Lender shall be obligated to participate in any Letter of Credit if immediately after giving effect to as of the date of such L/C Credit Extension, (w) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (x) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (y) the Revolving Credit Exposure of any Revolving Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the L/C Sublimit or (z) the Outstanding Amount of the L/C Obligations issued by such Issuing Bank would exceed its L/C Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.
(iib) An L/C Issuer Issuing Bank shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(Ai) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer Issuing Bank from issuing such Letter of Credit, or any Law applicable to such L/C Issuer Issuing Bank or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer Issuing Bank shall prohibit, or direct that such L/C Issuer Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Effective Date, or shall impose upon such L/C Issuer Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Effective Date (for which such L/C Issuer Issuing Bank is not otherwise compensated hereunder);
(Bii) subject to Section 2.03(b)(iii2.03(2)(c), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (A) each Appropriate Lender has approved of such expiration date or (B) the relevant Outstanding Amount of L/C Issuer Obligations in respect of such requested Letter of Credit has approved such expiry datebeen Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank;
(Ciii) the expiry date of such requested Letter of Credit would occur after the Letter of Credit L/C Expiration Date, unless (A) each Appropriate Lender has approved of such expiration date or (B) the relevant Outstanding Amount of L/C Issuer has approved Obligations in respect of such expiry date (it being understood that the participations of the Revolving Credit Lenders in any undrawn requested Letter of Credit shall in any event terminate on has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the Letter of Credit Expiration Date)applicable Issuing Bank;
(Div) the issuance of such Letter of Credit would violate any Laws binding upon policies of such L/C Issuer;Issuing Bank applicable to letters of credit generally; or
(Ev) any Revolving Lender is at that time a Defaulting Lender, unless such Issuing Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.17(1)(d)) with respect to the Defaulting Lender arising from either the Letter of Credit is then proposed to be denominated in a currency issued or that Letter of Credit and all other than Dollars or any Revolving Alternative Currency unless otherwise agreed by the applicable L/C Issuer and the Administrative Agent; or
(F) the Letter of Credit is Obligations as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in an initial amount less than the Dollar Equivalent of $100,000its sole discretion.
(iiic) An L/C Issuer Issuing Bank shall be under no obligation to amend any Letter of Credit if (Ai) such L/C Issuer Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, hereof or (Bii) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
(d) The Existing Letters of Credit shall be deemed to be “Letters of Credit” issued on the Amendment No. 1 Effective Date for all purposes of the Loan Documents.
Appears in 2 contracts
Samples: Credit Agreement (Superior Industries International Inc), Credit Agreement (Superior Industries International Inc)
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) (x) from time to time on any Business Day during the Availability Period for period from the Revolving Closing Date until the Letter of Credit FacilityExpiration Date, in the case of any L/C Issuer other than Deutsche Bank, to issue Letters of Credit denominated in Dollars or any Revolving Alternative Currency, Singapore Dollars, HK Dollars, Danish Kroner or Norwegian Kroner, or any other freely tradable foreign currency reasonably requested by the Borrower from time to time and in each case which an L/C Issuer may, in accordance with its policies and procedures in effect at such time, issue Letters of Credit, for the account of the Borrowers Borrower (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Parent BorrowerBorrower or any Business Successor (so long as the Borrower is the applicant or co-applicant therefor and subject to compliance with Section 7.02)) and (y) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date (except in the case of Existing Letters of Credit, from the Closing Date until the date that is forty-five (45) days after the Closing Date), to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b) (provided that no such amendment or renewal of an Existing Letter of Credit may increase the stated amount thereof), and (y2) to honor drafts under the Letters of Credit and (2B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer Issuers shall not be obligated to make any L/C Credit Extension Extensions with respect to any Letter Letters of Credit, and, except in the case of the following clause (w), no Lender and Lenders shall not be obligated to participate in any Letter Letters of Credit if immediately after giving effect to such as of the date of the applicable L/C Credit Extension, (w) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, if (x) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (y) the Revolving Credit Exposure of any Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Revolving Credit Commitments then in effect, or (z) the Letter of Credit giving rise to such L/C Credit Extension has a stated expiry date after any Maturity Date with respect to any Revolving Credit Commitments then in effect and the aggregate stated amount of all Letters of Credit having stated expiry dates after such Maturity Date would exceed the aggregate amount of the Revolving Credit Commitments which will remain in effect after such Maturity Date. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a) (the “Existing All Letters of Credit”) Credit shall constitute a be issued on “sight-basis” only which, for the avoidance of doubt, means that any Letter of Credit” for all purposes of this Agreement and Credit shall be deemed issued under this Agreement on honored for payment by the Closing Daterelevant L/C Issuer at the time the Letter of Credit is presented for payment and not at a later date or time.
(ii) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit (other than the Letters of Credit listed on Schedule 2.03(a)(ii)(B)) would occur more than twelve months after the date of issuance or last renewal, unless otherwise agreed by the relevant L/C Issuer has approved such expiry dateand the Administrative Agent;
(C) the expiry date of such requested Letter of Credit would occur after the applicable Letter of Credit Expiration Date, unless (x) all the relevant L/C Issuer has Revolving Credit Lenders have approved such expiry date or (it being understood that y) the participations Outstanding Amount of the Revolving Credit Lenders L/C Obligations in any undrawn respect of such requested Letter of Credit shall has been Cash Collateralized in any event terminate on an amount equal to at least 101% of the Letter Outstanding Amount of Credit Expiration Date)such L/C Obligations;
(D) the issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer;Issuer and/or the issuance of such Letters of Credit would violate any policies of the L/C Issuer applicable to Letters of Credit generally; or
(E) the Letter of Credit is to be denominated in a currency other than Dollars or any Revolving Alternative Currency Credit Lender, as applicable, is a Defaulting Lender at such time, unless otherwise agreed by the applicable such L/C Issuer has entered into arrangements reasonably satisfactory to it and the Administrative Agent; or
(F) Borrower to eliminate such L/C Issuer’s risk with respect to the Letter participation in Letters of Credit is in an initial amount less than by such Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Dollar Equivalent of $100,000L/C Obligations.
(iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 2 contracts
Samples: Amendment and Restatement Agreement (Sabre Corp), Amendment and Restatement Agreement (Sabre Corp)
The Letter of Credit Commitments. (ia) Subject to the terms and conditions set forth herein, (1i) each L/C Issuer Issuing Bank agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (xA) from time to time on any Business Day during the Availability Period for period from the Revolving Credit FacilityClosing Date until the L/C Expiration Date, to issue Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case for the account of the Borrowers Borrower (provided that any such Letter of Credit may be for the benefit of any Subsidiary of the Parent Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b2.03(2), and (yB) to honor drafts drawings under the Letters of Credit and (2ii) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer Issuing Bank shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), and no Lender shall be obligated to participate in any Letter of Credit if immediately after giving effect to as of the date of such L/C Credit Extension, (w) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (x) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (y) the Revolving Credit Exposure of any Revolving Lender would exceed such Lender’s Adjusted Revolving Credit Commitment Amount, (y) the Outstanding Amount of the L/C Obligations would exceed the L/C Sublimit or (z) the Outstanding Amount of the L/C Obligations issued by such Issuing Bank would exceed its L/C Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.
(iib) An L/C Issuer Issuing Bank shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(Ai) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer Issuing Bank from issuing such Letter of Credit, or any Law applicable to such L/C Issuer Issuing Bank or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer Issuing Bank shall prohibit, or direct that such L/C Issuer Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer Issuing Bank is not otherwise compensated hereunder);
(Bii) subject to Section 2.03(b)(iii2.03(2)(c), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (A) each Appropriate Lender has approved of such expiration date or (B) the relevant Outstanding Amount of L/C Issuer Obligations in respect of such requested Letter of Credit has approved such expiry datebeen Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank;
(Ciii) the expiry date of such requested Letter of Credit would occur after the Letter of Credit L/C Expiration Date, unless (A) each Appropriate Lender has approved of such expiration date or (B) the relevant Outstanding Amount of L/C Issuer has approved Obligations in respect of such expiry date (it being understood that the participations of the Revolving Credit Lenders in any undrawn requested Letter of Credit shall in any event terminate on has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the Letter of Credit Expiration Date)applicable Issuing Bank;
(Div) the issuance of such Letter of Credit would violate any Laws binding upon policies of such L/C Issuer;Issuing Bank applicable to letters of credit generally; or
(Ev) any Revolving Lender is at that time a Defaulting Lender, unless such Issuing Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.17(1)(d)) with respect to the Defaulting Lender arising from either the Letter of Credit is then proposed to be denominated in a currency issued or that Letter of Credit and all other than Dollars or any Revolving Alternative Currency unless otherwise agreed by the applicable L/C Issuer and the Administrative Agent; or
(F) the Letter of Credit is Obligations as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in an initial amount less than the Dollar Equivalent of $100,000its sole discretion.
(iiic) An L/C Issuer Issuing Bank shall be under no obligation to amend any Letter of Credit if (Ai) such L/C Issuer Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, hereof or (Bii) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 2 contracts
Samples: Credit Agreement (GreenSky, Inc.), Credit Agreement (GreenSky, Inc.)
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the Availability Period for the Revolving Credit Facility, to issue Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case for the account of the Borrowers Borrower (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Parent Borrower) and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Letters of Credit and (2) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), no Lender shall be obligated to participate in any Letter of Credit if immediately after giving effect to such L/C Credit Extension, (w) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (x) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (y) the Revolving Credit Exposure of any Lender would exceed such LenderLxxxxx’s Revolving Credit Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.
(ii) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the relevant L/C Issuer has approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the relevant L/C Issuer has approved such expiry date (it being understood that the participations of the Revolving Credit Lenders in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Expiration Date);
(D) the issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer;
(E) the Letter of Credit is to be denominated in a currency other than Dollars or any Revolving Alternative Currency unless otherwise agreed by the applicable L/C Issuer and the Administrative Agent; or;
(F) the Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,000;
(G) the face amount of such Letter of Credit (together with all other Letters of Credit issued by such L/C Issuer and outstanding at such time) shall exceed the L/C Issuer Sublimit applicable to such L/C Issuer; or
(H) the Letter of credit is a commercial letter of credit.
(iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 2 contracts
Samples: Credit Agreement (Windstream Parent, Inc.), Credit Agreement (Windstream Parent, Inc.)
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the Availability Period for the Revolving Credit Facility, to issue Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case for the account of the Borrowers Borrower (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Parent Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Letters of Credit and (2) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), no Lender shall be obligated to participate in any Letter of Credit if immediately after giving effect to such L/C Credit Extension, (w) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (x) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (y) the Revolving Credit Exposure of any Lender would exceed such Lender’s Revolving Credit Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.
(ii) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the relevant L/C Issuer has approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the relevant L/C Issuer has approved such expiry date (it being understood that the participations of the Revolving Credit Lenders in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Expiration Date);
(D) the issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer;
(E) the Letter of Credit is to be denominated in a currency other than Dollars or any Revolving Alternative Currency unless otherwise agreed by the applicable L/C Issuer and the Administrative Agent; or
(F) the Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,000.
(iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 2 contracts
Samples: Refinancing and Incremental Facility Amendment (Frontier Communications Corp), Credit Agreement (Frontier Communications Corp)
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the Availability Period for period from the Revolving Closing Date until the Letter of Credit FacilityExpiration Date, to issue Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case for the account of the Borrowers Borrower (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Parent Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Letters of Credit and (2) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), and no Lender shall be obligated to participate in any Letter of Credit if immediately after giving effect to such L/C Credit Extension, (w) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (x) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (y) the Revolving Credit Exposure of any Lender would exceed such Lender’s Revolving Credit Commitment, or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of the letters of credit described on in Schedule 2.03
(a2.03(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.
(ii) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the relevant L/C Issuer has Required Lenders have approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the relevant L/C Issuer has approved such expiry date (it being understood that the participations of all the Revolving Credit Lenders in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Expiration Date)have approved such expiry date;
(D) the issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer;; or
(E) the Letter of Credit is to be denominated in a currency other than Dollars or any Revolving Alternative Currency unless otherwise agreed by the applicable L/C Issuer and the Administrative Agent; or
(F) the Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,000Dollars.
(iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 2 contracts
Samples: Credit Agreement (Epicor International Holdings, Inc.), Credit Agreement (Epicor Software Corp)
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.032.04, (x1) from time to time on any Business Day during the Availability Period for period from the Revolving Closing Date until the Letter of Credit FacilityExpiration Date, to issue Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case for the account of the Borrowers (provided that Borrower or any Letter of Credit may be for the benefit of any Subsidiary of the Parent Borrower) its Subsidiaries, and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (y2) to honor drafts drawings under the Letters of Credit Credit; and (2B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03for the account of the Borrower and any drawings thereunder; provided that no L/C Issuer shall be obligated after giving effect to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), no Lender shall be obligated to participate in any Letter of Credit if immediately after giving effect to such L/C Credit Extension, (w) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (x) the Total Outstandings shall not exceed the Aggregate Commitments, (y) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Exposure would Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit Sublimit. Each request by the Borrower for the issuance or (y) amendment of a Letter of Credit shall be deemed to be a representation by the Revolving Borrower that the L/C Credit Exposure of any Lender would exceed such Lender’s Revolving Credit CommitmentExtension 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 Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully 75911819_12 revolving, and accordingly the Borrowers Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a) (the “All Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and Credit shall be deemed to have been issued under this Agreement on pursuant hereto, and from and after the Closing DateDate shall be subject to and governed by the terms and conditions hereof.
(ii) An No L/C Issuer shall issue any Letter of Credit if the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Required Lenders have approved such expiry date. The stated expiration date of a Letter of Credit may be after the Letter of Credit Expiration Date; provided, however, that all of the Lenders approve such expiry date, and further provided, that for any Letter of Credit outstanding on the Letter of Credit Expiration Date, the Borrower must, on such date, Cash Collateralize such Letters of Credit in an amount equal to 102% of the aggregate stated amount of all Letters of Credit outstanding on such date, and also provided that, on the Maturity Date all unreimbursed draws under all Letters of Credit outstanding on the Maturity Date shall be immediately due and payable.
(iii) No L/C Issuer shall be under no any obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such the Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct request that such L/C Issuer refrain from, the issuance of letters of credit generally or such the Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such the Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for and which such L/C Issuer is not otherwise compensated hereunder)in good fxxxx xxxxx material to it;
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the relevant L/C Issuer has approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the relevant L/C Issuer has approved such expiry date (it being understood that the participations of the Revolving Credit Lenders in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Expiration Date);
(D) the issuance of such the Letter of Credit would violate any Laws binding upon one or more policies of such L/C IssuerIssuer applicable to letters of credit generally;
(EC) the Letter of Credit is to be denominated in a currency other than Dollars or Dollars; or
(D) any Revolving Alternative Currency Lender is at that time a Defaulting Lender, unless otherwise agreed by the applicable such L/C Issuer and has entered into arrangements, including the Administrative Agent; or
delivery of Cash Collateral, satisfactory to such L/C Issuer (Fin its sole discretion) with the Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to 75911819_12 the Defaulting Lender arising from either the Letter of Credit is then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in an initial amount less than the Dollar Equivalent of $100,000its sole discretion.
(iiiiv) An No L/C Issuer shall amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.
(v) No L/C Issuer shall be under no any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such the Letter of Credit does not accept the proposed amendment to such the Letter of Credit.
(vi) Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by such L/C Issuer and the documents associated therewith, and such L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by 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 Article IX included such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to such L/C Issuer.
Appears in 2 contracts
Samples: Credit Agreement (Ross Stores Inc), Credit Agreement (Ross Stores Inc)
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1A)(1) each Dollar L/C Issuer agrees, in reliance upon the agreements of the other Dollar Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the Availability Period for period from the Revolving Closing Date until the Letter of Credit FacilityExpiration Date, to issue Dollar Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case for the account of the Borrowers Borrower (provided that any Dollar Letter of Credit may be for the benefit of any Subsidiary of the Parent Borrower) and to amend or renew Dollar Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts drawings under the Dollar Letters of Credit and (2) the Dollar Revolving Credit Lenders severally agree to participate in Dollar Letters of Credit issued pursuant to this Section 2.03 and (B)(1) each Alternative Currency L/C Issuer agrees, in reliance upon the agreements of the other Alternative Currency Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Alternative Currency Letters of Credit denominated in Dollars or in an Alternative Currency for the account of the Borrower (provided that any Alternative Currency Letter of Credit may be for the benefit of any Subsidiary of the Borrower) and to amend or renew Alternative Currency Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drawings under the Alternative Currency Letters of Credit and (2) the Alternative Currency Revolving Credit Lenders severally agree to participate in Alternative Currency Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer Issuers shall not be obligated to make any L/C Credit Extension Extensions with respect to any Letter Letters of Credit, and, except in the case of the following clause (w), no Lender and Lenders shall not be obligated to participate in any Letter of Credit if immediately after giving effect to such L/C Credit Extension, (w) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimitif, as of the date of the applicable (I) Dollar Letter of Credit, (x) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (y) the Dollar Revolving Credit Exposure of any Lender would exceed such Lender’s Dollar Revolving Credit CommitmentCommitment or (y) the Outstanding Amount of all L/C Obligations would exceed the L/C Sublimit and (II) Alternative Currency Letter of Credit, (x) the Alternative Currency Revolving Credit Exposure of any Lender would exceed such Lender’s Alternative Currency Revolving Credit Commitment or (y) the Outstanding Amount of all L/C Obligations would exceed the 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 Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.
(ii) An L/C Issuer shall not issue any Letter of Credit if:
(A) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless otherwise agreed by the L/C Issuer and the Administrative Agent in their sole discretion; or
(B) the expiry date of such requested Letter of Credit would occur after the applicable Letter of Credit Expiration Date, unless (1) each Appropriate Lender shall have approved such expiry date or (2) the Outstanding Amount of the L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized.
(iii) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the relevant L/C Issuer has approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the relevant L/C Issuer has approved such expiry date (it being understood that the participations of the Revolving Credit Lenders in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Expiration Date);
(D) the issuance of such Letter of Credit would violate any Laws binding upon one or more policies of such L/C Issuer applicable to letters of credit generally; or
(C) except as otherwise agreed by the Administrative Agent and such L/C Issuer;
(E) the , such Letter of Credit is to be denominated in a currency other than (i) in the case of Dollar Letters of Credit, Dollars and (ii) in the case of Alternative Currency Letters of Credit, Dollars or any Revolving an Alternative Currency unless otherwise agreed by the applicable L/C Issuer and the Administrative Agent; or
(F) the Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,000Currency.
(iiiiv) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
(v) Each L/C Issuer shall act on behalf of the Appropriate Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 2 contracts
Samples: Credit Agreement (Avaya Inc), Credit Agreement (VPNet Technologies, Inc.)
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the Availability Period for period from the Revolving Closing Date until the Letter of Credit FacilityExpiration Date, to issue Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case for the account of the Borrowers Borrower (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Parent Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts drawings under the Letters of Credit and (2) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), and no Lender shall be obligated to participate in any Letter of Credit if immediately after giving effect to such L/C Credit Extension, (w) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (x) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (y) the Revolving Credit Exposure of any Lender would exceed such Lender’s Revolving Credit Commitment, or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. 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 Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of the letters of credit described on in Schedule 2.03
(a2.03(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing DateDate and shall be subject to and governed by the terms and conditions of this Agreement.
(ii) An L/C Issuer shall not issue any Letter of Credit if:
(A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the Required Revolving Credit Lenders have approved such expiry date; or
(B) subject to Section 2.03(b)(iii), 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 such L/C Issuer have approved such expiry date or (y) the Borrower has entered into arrangements reasonably satisfactory to the relevant L/C Issuer to Cash Collateralize the Outstanding Amount of such L/C Obligations or backstop such Letter of Credit on the later of (I) the date of issuance of such Letter of Credit and (II) the 7th day prior to the Letter of Credit Expiration Date).
(iii) An L/C Issuer shall not be under no any obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such the Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct request that such L/C Issuer refrain from, the issuance of letters of credit generally or such the Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such the Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated for hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for and which such L/C Issuer is not otherwise compensated hereunder)for hereunder and in good fxxxx xxxxx material to it;
(B) subject to Section 2.03(b)(iii), the expiry date issuance of such requested the Letter of Credit would occur violate one or more than twelve months after the date policies of issuance or last renewal, unless the relevant such L/C Issuer has approved such expiry dateapplicable to letters of credit generally;
(C) except as otherwise agreed by the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the relevant L/C Issuer has approved such expiry date (it being understood that the participations of the Revolving Credit Lenders in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Expiration Date);
(D) the issuance of such Letter of Credit would violate any Laws binding upon Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $25,000;
(ED) the Letter of Credit is to be denominated in a currency other than Dollars or any Revolving Alternative Currency unless otherwise agreed by the applicable Administrative Agent and the L/C issuer;
(E) any Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, with the Borrower or such Lender to eliminate the L/C Issuer’s 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 the Administrative Agentall other L/C Obligations as to which such L/C Issuer has Fronting Exposure, as it may elect in its sole discretion; or
(F) the Letter of Credit is in an initial contains any provisions for automatic reinstatement of the stated amount less than the Dollar Equivalent of $100,000after any drawing thereunder.
(iiiiv) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such the Letter of Credit does not accept the proposed amendment to such the Letter of Credit.
(v) An 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 such L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the Letter of Credit Application pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to such L/C Issuer.
Appears in 2 contracts
Samples: Credit Agreement (Phibro Animal Health Corp), Credit Agreement (Phibro Animal Health Corp)
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the Availability Period for the Revolving Credit Facility, to issue Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case for the account of the Borrowers Borrower (provided that any Letter of Credit may be for the benefit of any Restricted Subsidiary of the Parent BorrowerBorrower so long as (x) the Borrower is a joint and several co-applicant and co-obligor in respect of such Letter of Credit and (y) such L/C Issuer has completed its customary “know your client” procedures with respect to such Restricted Subsidiary; provided that each notice requesting the issuance of such Letter of Credit and each letter of credit application in respect thereof shall be deemed by a representation and warranty by the Borrower that such Subsidiary is a Restricted Subsidiary) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Letters of Credit and (2) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), no Lender shall be obligated to participate in any Letter of Credit if immediately after giving effect to such L/C Credit Extension, (w) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (x) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (y) the Revolving Credit Exposure of any Lender would exceed such Lender’s Revolving Credit Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of On the letters of credit described on Schedule 2.03
(a) (the “Existing Conversion Date, any Letters of Credit”Credit that were issued under (and as defined in) shall constitute a “Letter of Credit” for all purposes of this the DIP Revolving Credit Agreement prior to the Conversion Date and then outstanding shall be deemed issued under the Revolving Credit Facility hereunder for the account of the Borrower or any applicable Restricted Subsidiary for all purposes under this Agreement on without need for any further action by the Closing DateBorrower or any other Person, and shall be governed by the terms and conditions of this Agreement.
(ii) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the relevant L/C Issuer has approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the relevant L/C Issuer has approved such expiry date (it being understood that the participations of the Revolving Credit Lenders in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Expiration Date);
(D) the issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer;
(E) the Letter of Credit is to be denominated in a currency other than Dollars or any Revolving Alternative Currency unless otherwise agreed by the applicable L/C Issuer and the Administrative Revolver Agent; or;
(F) the Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,000;
(G) the face amount of such Letter of Credit (together with all other Letters of Credit issued by such L/C Issuer and outstanding at such time) shall exceed the L/C Issuer Sublimit applicable to such L/C Issuer; or
(H) (i) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank now or hereafter applicable to letters of credit generally or (ii) such Letter of Credit is not a standby letter of credit.
(iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 2 contracts
Samples: Credit Agreement (Frontier Communications Parent, Inc.), Credit Agreement (Frontier Communications Corp)
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) (x) from time to time on any Business Day during the Availability Period for period from the Revolving Closing Date until the Letter of Credit FacilityExpiration Date, in the case of any L/C Issuer other than Deutsche Bank, to issue Letters of Credit denominated in Dollars or any Revolving Alternative Currency, Singapore Dollars, HK Dollars, Danish Kroner or Norwegian Kroner, or any other freely tradable foreign currency reasonably requested by the Borrower from time to time and in each case which an L/C Issuer may, in accordance with its policies and procedures in effect at such time, issue Letters of Credit, for the account of the Borrowers Borrower (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Parent BorrowerBorrower or any Business Successor (so long as the Borrower is the applicant or co-applicant therefor and subject to compliance with Section 7.02)) and (y) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date (except in the case of Existing Letters of Credit, from the Closing Date until the date that is forty-five (45) days after the Closing Date), to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b) (provided that no such amendment or renewal of an Existing Letter of Credit may increase the stated amount thereof), and (y2) to honor drafts under the Letters of Credit and (2B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer Issuers shall not be obligated to make any L/C Credit Extension Extensions with respect to any Letter Letters of Credit, and, except in the case of the following clause (w), no Lender and Lenders shall not be obligated to participate in any Letter Letters of Credit if immediately after giving effect to such as of the date of the applicable L/C Credit Extension, (w) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (x) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (y) the Revolving Credit Exposure of any Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the L/C Sublimit, or (z) the Letter of Credit giving rise to such L/C Credit Extension has a stated expiry date after any Maturity Date with respect to any Revolving Credit Commitments then in effect and the aggregate stated amount of all Letters of Credit having stated expiry dates after such Maturity Date would exceed the aggregate amount of the Revolving Credit Commitments which will remain in effect after such Maturity Date; provided, further, that (i) Bank of America, as L/C Issuer (or any Affiliate thereof), shall only be required to issue Letters of Credit with the face amount in the aggregate of up to but not exceeding $50,000,000, (ii) Natixis, New York Branch as an L/C Issuer (or any Affiliate thereof), shall only be required to issue Letters of Credit with the face amount in the aggregate of up to but not exceeding $25,000,000, (iii) each of The Bank of Tokyo-Mitsubishi UFJ, Ltd. and Xxxxxx Xxxxxxx Bank, N.A., as an L/C Issuer (or any Affiliate thereof), shall only be required to issue Letters of Credit with the face amount in the aggregate of up to but not exceeding $7,500,000 and (iv) each of the other Lead Arranger L/C Issuers shall only be required to issue Letters of Credit with the face amount in the aggregate of up to but not exceeding $15,000,000. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a) (the “Existing All Letters of Credit”) Credit shall constitute a be issued on “sight-basis” only which, for the avoidance of doubt, means that any Letter of Credit” for all purposes of this Agreement and Credit shall be deemed issued under this Agreement on honored for payment by the Closing Daterelevant L/C Issuer at the time the Letter of Credit is presented for payment and not at a later date or time.
(ii) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit Credit, (i) in the case of a standby Letter of Credit, would occur more than twelve months after the date of issuance or last renewal, and (ii) in the case of a commercial Letter of Credit, would occur more than 180 days after the date of issuance or last renewal, in each case, unless otherwise agreed by the relevant L/C Issuer has approved such expiry dateand the Administrative Agent;
(C) the expiry date of such requested Letter of Credit would occur after the applicable Letter of Credit Expiration Date, unless (x) all the relevant L/C Issuer has Revolving Credit Lenders have approved such expiry date or (it being understood that y) the participations Outstanding Amount of the Revolving Credit Lenders L/C Obligations in any undrawn respect of such requested Letter of Credit shall has been Cash Collateralized in any event terminate on an amount equal to at least 101% of the Letter Outstanding Amount of Credit Expiration Date)such L/C Obligations;
(D) the issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer;Issuer and/or the issuance of such Letters of Credit would violate any policies of the L/C Issuer applicable to Letters of Credit generally; or
(E) the Letter of Credit is to be denominated in a currency other than Dollars or any Revolving Alternative Currency Credit Lender, as applicable, is a Defaulting Lender at such time, unless otherwise agreed by the applicable such L/C Issuer has entered into arrangements reasonably satisfactory to it and the Administrative Agent; or
(F) Borrower to eliminate such L/C Issuer’s risk with respect to the Letter participation in Letters of Credit is in an initial amount less than by such Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Dollar Equivalent of $100,000L/C Obligations.
(iii) An L/C Issuer shall be under no obligation to increase, extend or otherwise amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its increased, extended or amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed increase, extension or amendment to such Letter of Credit.
Appears in 2 contracts
Samples: Revolving Facility Refinancing Amendment (Sabre Corp), Credit Agreement (Sabre Corp)
The Letter of Credit Commitments. (i) Subject to Section 10.24(e) and the other terms and conditions set forth herein, (1) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders under the Revolving Credit Facility set forth in this Section 2.03, (x) from time to time on any Business Day following the Third Amendment Effective Date during the Availability Period for the Revolving Credit Facility, to issue Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case for the account of the Borrowers Borrower (provided that any Letter of Credit may be for the benefit account of any Subsidiary of the Parent Borrower; provided, further that the Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Subsidiaries, and the Borrower hereby irrevocably agrees to be bound jointly and severally to reimburse the applicable L/C Issuer for amounts drawn on any Letter of Credit issued for the account of any Subsidiary) and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Letters of Credit and (2) the Revolving Credit Lenders under the Revolving Credit Facility severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), Credit and no Revolving Credit Lender shall be obligated to participate in any Letter of Credit if immediately after giving effect to such L/C Credit Extension, (w) the Total Revolving Outstandings would exceed the Revolving Credit Commitments then in effect, (x) the sum of the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, would exceed such Xxxxxx’s Revolving Credit Commitment, (y) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (z) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (x) the aggregate L/C Exposure would exceed the Letter Commitment. Letters of Credit Sublimit or (y) shall constitute utilization of the Revolving Credit Exposure of any Lender would exceed such Lender’s Revolving Credit CommitmentCommitments. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of the letters of credit (including the Target Existing Letters of Credit) described on Schedule 2.03
(a2.03(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Term Loan Closing Date.
(ii) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Third Amendment Effective Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Third Amendment Effective Date (for and which such the L/C Issuer is not otherwise compensated hereunder)in good xxxxx xxxxx material to it;
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewalextension, unless the relevant L/C Issuer has approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Facility Expiration Date, unless the relevant L/C Issuer has approved such expiry date (it being understood that the participations of the Revolving Credit Lenders under the Revolving Credit Facility in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Facility Expiration Date);
(D) in the case of Letters of Credit, if such Letter of Credit is to be denominated in a currency other than Dollars or an Approved Currency; or
(E) any Revolving Lender of the applicable Class is at such time a Defaulting Lender, nor shall any L/C Issuer be under any obligation to extend or amend existing Letters of Credit, unless such L/C Issuer has entered into arrangements, including reallocation of such Lender’s Applicable Percentage of the applicable outstanding L/C Obligations pursuant to Section 2.16 or the delivery of Cash Collateral, with the Borrower or such Lender to eliminate such L/C Issuer’s actual or potential L/C Exposure (after giving effect to Section 2.16) with respect to such Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential L/C Exposure; or
(F) the issuance of such Letter of Credit would violate any Laws binding upon such L/C IssuerIssuer or one or more policies of such L/C Issuer applicable to letters of credit in general;
(EG) the such Letter of Credit is to be denominated in not a currency other than Dollars or any Revolving Alternative Currency unless otherwise agreed by the applicable L/C Issuer and the Administrative Agentstandby letter of credit; or
(FH) the such Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,00010,000.
(iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
(iv) The aggregate L/C Commitments of all the L/C Issuers shall be less than or equal to the Letter of Credit Sublimit at all times.
Appears in 2 contracts
Samples: Credit Agreement (Wyndham Hotels & Resorts, Inc.), Credit Agreement (Wyndham Hotels & Resorts, Inc.)
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the Availability Period for period from the Revolving Closing Date until the Letter of Credit FacilityExpiration Date, to issue Letters of Credit denominated in Dollars or any Revolving in one or more Alternative Currency, in each case Currencies for the account of the Borrowers Borrower (provided that any Letter of Credit may be for the benefit of any Restricted Subsidiary of the Parent Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Letters of Credit and (2) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), and no Lender shall be obligated to participate in any Letter of Credit if immediately if, after giving effect to such L/C Credit Extension, (w) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (x) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (y) the Revolving Credit Exposure of any Lender would exceed such LenderXxxxxx’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations of any L/C Issuer would not exceed such Xxxxxx’s individual “L/C Commitment” as set forth on Schedule 2.01 or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that no L/C Issuer shall be obligated to issue, amend or renew any Letter of Credit if the Outstanding Amount of Letters of Credit issued by such L/C Issuer, when aggregated with the Outstanding Amount of Swing Line Loans made by such L/C Issuer and the Revolving Credit Exposure of such L/C Issuer (other than Revolving Credit Exposure attributable to Letters of Credit and Swing Line Loans issued and made by such L/C Issuer) would exceed the L/C Issuer’s Revolving Credit Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.
(ii) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (i) the Required Revolving Credit Lenders and (ii) the relevant L/C Issuer has have approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (i) all the Revolving Credit Lenders and (ii) the relevant L/C Issuer has have approved such expiry date (it being understood that date, except to the participations of the Revolving Credit Lenders in any undrawn extent such Letter of Credit shall is Cash Collateralized in any event terminate on accordance with Section 2.03(f) or otherwise backstopped pursuant to arrangement reasonably satisfactory to the Letter of Credit Expiration Date)relevant L/C Issuer;
(D) the issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer;
(E) the Letter of Credit is to be denominated in a currency other than Dollars or any Revolving an Alternative Currency Currency, unless otherwise agreed by the applicable L/C Issuer and the Administrative Agent;
(F) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; or
(FG) any Lender is at that time a Defaulting Lender, unless after giving effect to the Letter requested issuance the requirements of Credit is in an initial amount less than the Dollar Equivalent of $100,000Section 2.16(e) have been satisfied.
(iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 2 contracts
Samples: Credit Agreement (Holley Inc.), Credit Agreement (Holley Inc.)
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1A)(1) each Dollar L/C Issuer agrees, in reliance upon the agreements of the other Dollar Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the Availability Period for period from the Revolving Closing Date until the Letter of Credit FacilityExpiration Date, to issue Dollar Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case for the account of the Borrowers Borrower (provided that any Dollar Letter of Credit may be for the benefit of any Subsidiary of the Parent Borrower) and to amend or renew Dollar Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts drawings under the Dollar Letters of Credit and (2) the Dollar Revolving Credit Lenders severally agree to participate in Dollar Letters of Credit issued pursuant to this Section 2.03 and (B)(1) each Alternative Currency L/C Issuer agrees, in reliance upon the agreements of the other Alternative Currency Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Alternative Currency Letters of Credit denominated in Dollars or in an Alternative Currency for the account of the Borrower (provided that any Alternative Currency Letter of Credit may be for the benefit of any Subsidiary of the Borrower) and to amend or renew Alternative Currency Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drawings under the Alternative Currency Letters of Credit and (2) the Alternative Currency Revolving Credit Lenders severally agree to participate in Alternative Currency Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer Issuers shall not be obligated to make any L/C Credit Extension Extensions with respect to any Letter Letters of Credit, and, except in the case of the following clause (w), no Lender and Lenders shall not be obligated to participate in any Letter of Credit if immediately after giving effect to such L/C Credit Extension, (w) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimitif, as of the date of the applicable (I) Dollar Letter of Credit, (x) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (y) the Dollar Revolving Credit Exposure of any Lender would exceed such Lender’s Dollar Revolving Credit Commitment, (y) the Outstanding Amount of the Dollar L/C Obligations would exceed the Dollar Revolving Credit Commitment or (z) the Outstanding Amount of all L/C Obligations would exceed the L/C Sublimit and (II) Alternative Currency Letter of Credit, (x) the Alternative Currency Revolving Credit Exposure of any Lender would exceed such Lender’s Alternative Currency Revolving Credit Commitment or (y) the Outstanding Amount of all L/C Obligations would exceed the 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 Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.
(ii) An L/C Issuer shall not issue any Letter of Credit if:
(1) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless otherwise agreed by the L/C Issuer and the Administrative Agent; or
(2) the expiry date of such requested Letter of Credit would occur after the applicable Letter of Credit Expiration Date, unless (1) each Appropriate Lender shall have approved such expiry date or (2) the Outstanding Amount of the L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized.
(iii) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the relevant L/C Issuer has approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the relevant L/C Issuer has approved such expiry date (it being understood that the participations of the Revolving Credit Lenders in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Expiration Date);
(D) the issuance of such Letter of Credit would violate any Laws binding upon one or more policies of such L/C Issuer applicable to letters of credit generally; or
(C) except as otherwise agreed by the Administrative Agent and such L/C Issuer;
(E) the , such Letter of Credit is to be denominated in a currency other than (i) in the case of Dollar Letters of Credit, Dollars and (ii) in the case of Alternative Currency Letters of Credit, Dollars or any Revolving an Alternative Currency unless otherwise agreed by the applicable L/C Issuer and the Administrative Agent; or
(F) the Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,000Currency.
(iiiiv) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
(v) Each L/C Issuer shall act on behalf of the Appropriate Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 2 contracts
Samples: Credit Agreement (LVB Acquisition, Inc.), Credit Agreement (Biolectron, Inc.)
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the Availability Period for period from the Revolving Restatement Date until the Letter of Credit FacilityExpiration Date, to issue Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case Currencies for the account of the Borrowers any Borrower (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Parent Borrowerother Loan Party or Restricted Subsidiary) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Letters of Credit Credit, and (2) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), and no Lender shall be obligated to participate in any Letter of Credit Credit, if immediately after giving effect to such L/C Credit Extension, (w) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (x) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (y) the Revolving Credit Exposure of any Lender would exceed such LenderLxxxxx’s Revolving Credit Commitment, (x) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender in an Alternative Currency plus such Lender’s Pro Rata Share of Outstanding Amount of all L/C Obligations in an Alternative Currency would exceed such Lxxxxx’s Pro Rata Share of the Alternative Currency Sublimit and (z) (A) the aggregate undrawn amount of all outstanding Letters of Credit issued by any L/C Issuer at such time plus (B) the aggregate amount of all L/C Advances made by such L/C Issuer that have not yet been reimbursed by or on behalf of the applicable Borower(s) at such time would exceed its Letter of Credit Commitment. The Initial Borrower may, at any time and from time to time, reduce the Letter of Credit Commitment of any L/C Issuer with the consent of such L/C Issuer; provided that the Initial Borrower shall not reduce the Letter of Credit Commitment of any L/C Issuer if, after giving effect of such reduction, the conditions set forth in clauses (v) through (z) above shall not be satisfied. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ each Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the 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. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.
(ii) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Restatement Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which that was not applicable on the Closing Restatement Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the relevant Required Lenders and such L/C Issuer has have approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the relevant such Letter of Credit will be Cash Collateralized or backstopped on terms reasonably satisfactory to such L/C Issuer has approved such expiry date (it being understood that the participations of the Revolving Credit Lenders in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Expiration Date)Issuer;
(D) the issuance of such Letter of Credit would violate any Laws material Laws, regulations or internal policies binding upon such L/C Issuer;
(E) with respect to any Letters of Credit requested to be denominated in any Alternative Currency, the L/C Issuer receives written notice from the Administrative Agent after 11:00 a.m. (New York time) on the date of the proposed issuance of such Letter of Credit that, immediately after giving effect to the issuance of such Letter of Credit, all L/C Obligations at such time in respect of each Letter of Credit denominated in Alternative Currencies would exceed $10,000,000;
(F) such Letter of Credit is requested to be denominated in a any currency other than Dollars or any Revolving an Alternative Currency unless otherwise agreed by the applicable L/C Issuer and the Administrative AgentCurrency; or
(FG) in the case of MSBNA and UBS AG, Stamford Branch or any of their respective Subsidiaries or Affiliates, such requested Letter of Credit is in an initial amount less than the Dollar Equivalent not a standby letter of $100,000credit.
(iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 2 contracts
Samples: Amendment No. 1 (Global Business Travel Group, Inc.), Credit Agreement (Global Business Travel Group, Inc.)
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (x1) from time to time on any Business Day during the Availability Period for period from the Revolving Closing Date until the Letter of Credit FacilityExpiration Date, to issue Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case for the account of the Borrowers (provided that any Letter of Credit may be for the benefit of any Loan Party, Subsidiary of the Parent Borrower) or Joint Venture, and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (y2) to honor drafts drawings under the Letters of Credit Credit; and (2B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03for the account of any Loan Party, Subsidiary or Joint Venture and any drawings thereunder; provided that no L/C Issuer shall be obligated after giving effect to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), no Lender shall be obligated to participate in any Letter of Credit if immediately after giving effect to such L/C Credit Extension, (w) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (x) the Total Outstandings shall not exceed the Aggregate Commitments, (y) the aggregate Outstanding Amount of the Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Exposure would Obligations shall not exceed such Lender’s Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit Sublimit. Each request by the Borrower for the issuance or (y) amendment of a Letter of Credit shall be deemed to be a representation by the Revolving Borrower that the L/C Credit Exposure of any Lender would exceed such Lender’s Revolving Credit CommitmentExtension 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 Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each The obligations of the letters of credit described on Schedule 2.03
(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued L/C Issuers under this Agreement on the Closing Date.
(ii) An are several and not joint. No L/C Issuer shall be responsible for any actions or any failure to act by or on the part of any other L/C Issuer.
(ii) A L/C Issuer shall not issue any Letter of Credit, if:
(A) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Required Lenders have approved such expiry date; or
(B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date.
(iii) A L/C Issuer shall not be under no any obligation to issue any Letter of Credit (andif the L/C Obligations with respect to Letters of Credit issued by it would exceed, in after giving effect to the case of clauses (B) and (C), shall not issue any requested Letter of Credit) , such L/C Issuer’s L/C Commitment, or if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for and which such L/C Issuer is not otherwise compensated hereunder)in good xxxxx xxxxx material to it;
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the relevant L/C Issuer has approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the relevant L/C Issuer has approved such expiry date (it being understood that the participations of the Revolving Credit Lenders in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Expiration Date);
(D) the issuance of such Letter of Credit would violate any Laws binding upon or one or more policies of such L/C Issuer;
(EC) except as otherwise agreed by the Administrative Agent and such L/C Issuer, such Letter of Credit is in an initial face amount less than $500,000;
(D) such Letter of Credit is to be denominated in a currency other than Dollars or Dollars;
(E) such Letter of Credit contains any Revolving Alternative Currency unless otherwise agreed by provisions for automatic reinstatement of the applicable L/C Issuer and the Administrative Agentstated amount after any drawing thereunder; or
(F) any Lender is a Defaulting Lender, unless the Fronting Exposure of such L/C Issuer with respect to such Defaulting Lender (after giving effect to any reallocation pursuant to Section 2.15(d)) has been Cash Collateralized in an amount not less than the Minimum Collateral Amount.
(iv) A L/C Issuer shall not amend any Letter of Credit is if such L/C Issuer would not be permitted at such time to issue such Letter of Credit in an initial amount less than its amended form under the Dollar Equivalent of $100,000terms hereof.
(iiiv) An Such L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 2 contracts
Samples: Credit Agreement (Qep Resources, Inc.), Credit Agreement (QEP Midstream Partners, LP)
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1A)(1) each Dollar L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Dollar Letters of Credit for the account of the Borrowers (provided that any Dollar Letter of Credit may be for the benefit of any direct or indirect Subsidiary of the Parent Borrower) and to amend or renew Dollar Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drawings under the Dollar Letters of Credit and (2) each Alternative Currency L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, 2.03 (x) from time to time on any Business Day during the Availability Period for period from the Revolving Closing Date until the Letter of Credit FacilityExpiration Date, to issue Alternative Currency Letters of Credit denominated in Dollars or any Revolving an Alternative Currency, in each case Currency for the account of the Borrowers (provided that any Alternative Currency Letter of Credit may be for the benefit of any direct or indirect Subsidiary of the Parent Borrower) and to amend or renew Alternative Currency Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts drawings under the Alternative Currency Letters of Credit and (2B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer Issuers shall not be obligated to make any L/C Credit Extension Extensions with respect to any Letter Letters of Credit, and, except in the case of the following clause (w), no Lender and Lenders shall not be obligated to participate in any Letter of Credit if immediately after giving effect to such L/C Credit Extension, (w) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimitif, as of the date of the applicable Letter of Credit, (x) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (yI) the Revolving Credit Exposure of any Lender (including its Pro Rata Share of any Euro Loans) would exceed such Lender’s Revolving Credit Commitment, (II) the Outstanding Amount of all L/C Obligations would exceed the lesser of the L/C Sublimit (including, with respect to Alternative Currency Letters of Credit, the further sublimit specified in the definition of “L/C Sublimit”) and the Aggregate Commitment or (III) the aggregate Revolving Credit Exposure would exceed the lesser of the Borrowing Base and the Aggregate Commitments. 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 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 Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the 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. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.
(ii) An L/C Issuer shall not issue any Letter of Credit if:
(A) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless otherwise agreed by the L/C Issuer and the Administrative Agent in their sole discretion; or
(B) the expiry date of such requested Letter of Credit would occur after the applicable Letter of Credit Expiration Date, unless (1) each Appropriate Lender shall have approved such expiry date or (2) the Outstanding Amount of the L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized.
(iii) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the relevant L/C Issuer has approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the relevant L/C Issuer has approved such expiry date (it being understood that the participations of the Revolving Credit Lenders in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Expiration Date);
(D) the issuance of such Letter of Credit would violate any Laws binding upon one or more policies of such L/C Issuer applicable to letters of credit generally; or
(C) except as otherwise agreed by the Administrative Agent and such L/C Issuer;
(E) the , such Letter of Credit is to be denominated in a currency other than (i) in the case of Dollar Letters of Credit, Dollars and (ii) in the case of Alternative Currency Letters of Credit, Dollars or any Revolving an Alternative Currency unless otherwise agreed by the applicable L/C Issuer and the Administrative Agent; or
(F) the Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,000Currency.
(iiiiv) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
(v) Each L/C Issuer shall act on behalf of the Appropriate Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 2 contracts
Samples: Credit Agreement (Avaya Inc), Credit Agreement (VPNet Technologies, Inc.)
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (x1) from time to time on any Business Day during the Availability Period for period from the Revolving Amendment Effective Date until the Letter of Credit FacilityExpiration Date, to issue Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case for the account of the Borrowers (provided that Borrower or any Letter of Credit may be for the benefit of any Subsidiary of the Parent Borrower) Subsidiary, and to amend or renew extend Letters of Credit previously issued by it, it in accordance with Section 2.03(b), and (y2) to honor drafts drawings under the Letters of Credit Credit, in each case, in an aggregate principal amount not to exceed at any time outstanding the lesser of (x) the L/C Sublimit at such time and (2y) such L/C Issuer’s L/C Commitment at such time; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03for the account of the Borrower or any Subsidiary and any drawings thereunder; provided that no L/C Issuer shall be obligated after giving effect to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), no Lender shall be obligated to participate in any Letter of Credit if immediately after giving effect to such L/C Credit Extension, (w) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (x) the aggregate L/C Exposure would Total Revolving Loan Outstandings shall not exceed the Letter of Credit Sublimit or Revolving Facility, (y) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Lender would Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit CommitmentCommitment and (z) the aggregate Outstanding Amount of all L/C Obligations relating to Letters of Credit issued by the relevant L/C Issuer shall not exceed the L/C Commitment of such L/C Issuer at such time. Each request by the Borrower or any Subsidiary 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 Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.
(ii) An No L/C Issuer shall issue any Letter of Credit if:
(A) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Required Revolving Lenders have approved such expiry date; or
(B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless either (x) all the Revolving Lenders have approved such expiry date or (y) the Borrower and the applicable L/C Issuer shall have entered into arrangements reasonably satisfactory to such L/C Issuer for the Cash Collateralization on the Letter of Credit Expiration Date in favor of such L/C Issuer of such Letter of Credit, it being understood and agreed by the parties hereto that from and after the Letter of Credit Expiration Date, the provisions of this Section 2.03 and all other provision under the Loan Documents with respect to Letters of Credit, including Section 2.03(c), shall not apply to any such Letter of Credit issued in reliance on this clause (y) and no Lender shall be entitled to any of the cash collateral provided to the applicable L/C Issuer in respect thereof.
(iii) No L/C Issuer shall be under no any obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Amendment Effective Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Amendment Effective Date (for and which such L/C Issuer is not otherwise compensated hereunder)in good xxxxx xxxxx material to it;
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the relevant L/C Issuer has approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the relevant L/C Issuer has approved such expiry date (it being understood that the participations of the Revolving Credit Lenders in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Expiration Date);
(D) the issuance of such Letter of Credit would violate any Laws binding upon one or more policies of such L/C Issuer;
(EC) except as otherwise agreed by the Administrative Agent and such L/C Issuer, such Letter of Credit is in an initial stated amount less than $250,000, in the case of a commercial Letter of Credit, or $500,000, in the case of a standby Letter of Credit;
(D) such Letter of Credit is to be denominated in a currency other than Dollars or Dollars;
(E) subject to Section 2.03(b)(iv), such Letter of Credit contains any Revolving Alternative Currency unless otherwise agreed by provisions for automatic reinstatement of the applicable L/C Issuer and the Administrative Agentstated amount after any drawing thereunder; or
(F) a default of any Revolving Lender’s obligations to fund under Section 2.03(c) exists or any Revolving Lender is at such time a Defaulting Lender hereunder with respect to which the Letter L/C Issuer has Fronting Exposure, unless such L/C Issuer has entered into satisfactory arrangements with the Borrower or such Revolving Lender, including the delivery of Credit is in an initial amount less than the Dollar Equivalent of $100,000cash collateral, to eliminate such L/C Issuer’s Fronting Exposure after giving effect to Section 2.16(a)(iv) with respect to such Revolving Lender.
(iiiiv) An No L/C Issuer shall be under no any obligation to amend any Letter of Credit if (A) such L/C Issuer would not have no any obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
(v) 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 such L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by 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 Article IX included such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to such L/C Issuers.
Appears in 1 contract
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (x1) from time to time on any Business Day during the Availability Period for period from the Revolving Closing Date until the Letter of Credit FacilityExpiration Date, to issue Letters of Credit at sight denominated in Dollars or any Revolving Alternative Currency, in each case for the account of the Borrowers Parent Borrower (provided that any Letter of Credit may be for the benefit of any Subsidiary subsidiary of the Parent Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y2) to honor drafts drawings under the Letters of Credit and (2B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), and no Lender shall be obligated to participate in any Letter of Credit if immediately after giving effect to as of the date of such L/C Credit Extension, (w) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (x) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (y) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit CommitmentCommitment or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Parent Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers Parent Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.
(ii) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or (2) the relevant Outstanding Amount of L/C Issuer Obligations in respect of such requested Letter of Credit has approved such expiry datebeen Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (1) each Appropriate Lender has approved of such expiration date or (2) the relevant Outstanding Amount of L/C Issuer has approved Obligations in respect of such expiry date (it being understood that the participations of the Revolving Credit Lenders in any undrawn requested Letter of Credit shall in any event terminate on has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the Letter of Credit Expiration Date)applicable L/C Issuer;
(D) the issuance of such Letter of Credit would violate any Laws binding upon policies of the L/C Issuer applicable to letters of credit generally; or
(E) 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, satisfactory to the L/C Issuer (in its sole discretion) with the Parent Borrower or such Lender to eliminate the L/C Issuer;
’s actual or potential Fronting Exposure (Eafter giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit is then proposed to be denominated in a currency issued or that Letter of Credit and all other than Dollars or any Revolving Alternative Currency unless otherwise agreed by L/C Obligations as to which the applicable L/C Issuer and the Administrative Agent; or
(F) the Letter of Credit is has actual or potential Fronting Exposure, as it may elect in an initial amount less than the Dollar Equivalent of $100,000its sole discretion.
(iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 1 contract
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders under the Revolving Credit Facility set forth in this Section 2.03, (x) from time to time on any Business Day following the Closing Date during the Availability Period for the Revolving Credit Facility, to issue Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case for the account of the Borrowers Borrower (provided that any Letter of Credit may be for the benefit account of any Subsidiary of the Parent Borrower; provided, further that the Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Subsidiaries, and the Borrower hereby irrevocably agrees to be bound jointly and severally to reimburse the applicable L/C Issuer for amounts drawn on any Letter of Credit issued for the account of any Subsidiary) and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Letters of Credit and (2) the Revolving Credit Lenders under the Revolving Credit Facility severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), Credit and no Revolving Credit Lender shall be obligated to participate in any Letter of Credit if immediately after giving effect to such L/C Credit Extension, (w) the Total Revolving Outstandings would exceed the Revolving Credit Commitments then in effect, (x) the sum of the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, would exceed such Lender’s Revolving Credit Commitment, (y) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (z) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (x) the aggregate L/C Exposure would exceed the Letter Commitment. Letters of Credit Sublimit or (y) shall constitute utilization of the Revolving Credit Exposure of any Lender would exceed such Lender’s Revolving Credit CommitmentCommitments. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a2.03(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.
(ii) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for and which such the L/C Issuer is not otherwise compensated hereunder)in good xxxxx xxxxx material to it;
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewalextension, unless the relevant L/C Issuer has approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Facility Expiration Date, unless the relevant L/C Issuer has approved such expiry date (it being understood that the participations of the Revolving Credit Lenders under the Revolving Credit Facility in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Facility Expiration Date);
(D) in the case of Letters of Credit, if such Letter of Credit is to be denominated in a currency other than Dollars or an Approved Currency; or
(E) any Revolving Lender of the applicable Class is at such time a Defaulting Lender, nor shall any L/C Issuer be under any obligation to extend or amend existing Letters of Credit, unless such L/C Issuer has entered into arrangements, including reallocation of such Lender’s Applicable Percentage of the applicable outstanding L/C Obligations pursuant to Section 2.16 or the delivery of Cash Collateral, with the Borrower or such Lender to eliminate such L/C Issuer’s actual or potential L/C Exposure (after giving effect to Section 2.16) with respect to such Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential L/C Exposure; or
(F) the issuance of such Letter of Credit would violate any Laws binding upon such L/C IssuerIssuer or one or more policies of such L/C Issuer applicable to letters of credit in general;
(EG) the such Letter of Credit is to be denominated in not a currency other than Dollars or any Revolving Alternative Currency unless otherwise agreed by the applicable L/C Issuer and the Administrative Agentstandby letter of credit; or
(FH) the such Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,00010,000.
(iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
(i) The aggregate L/C Commitments of all the L/C Issuers shall be less than or equal to the Letter of Credit Sublimit at all times.
Appears in 1 contract
The Letter of Credit Commitments. (i) On and after the Original Closing Date, the Existing Letters of Credit will constitute Letters of Credit under this Agreement and for purposes hereof will be deemed to have been issued on the Original Closing Date or the Worldspan Closing Date, as applicable.
(ii) Subject to the terms and conditions set forth herein, (1A)(1) each Dollar Revolving L/C Issuer agrees, in reliance upon the agreements of the other Dollar Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the Availability Period for period from the Original Closing Date until the Letter of Credit Expiration Date applicable to Dollar Revolving Credit FacilityLetters of Credit, to issue Dollar Revolving Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case for the account of the Borrowers Borrower (provided that any Dollar Revolving Letter of Credit may be for the benefit of any Subsidiary of the Parent Borrower) and to amend or renew Dollar Revolving Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Dollar Revolving Letters of Credit and (2) the Dollar Revolving Credit Lenders severally agree to participate in Dollar Revolving Letters of Credit issued pursuant to this Section 2.03, (B)(1) each Alternative Currency Revolving L/C Issuer agrees, in reliance upon the agreements of the other Alternative Currency Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the period from the Original Closing Date until the Letter of Credit Expiration Date applicable to Alternative Currency Revolving Letters of Credit, to issue Alternative Currency Revolving Letters of Credit denominated in an Alternative Currency for the account of the Borrower (provided that any Alternative Currency Revolving Letter of Credit may be for the benefit of any Subsidiary of the Borrower) and to amend or renew Alternative Currency Revolving Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Alternative Currency Revolving Letters of Credit and (2) the Alternative Currency Revolving Credit Lenders severally agree to participate in Alternative Currency Revolving Letters of Credit issued pursuant to this Section 2.03 and (C)(1) the Synthetic L/C Issuer agrees, in reliance upon the agreements of the Synthetic L/C Lenders and the Borrower set forth in this Section 2.03, (x) from time to time on any Business Day during the period from the First Amendment and Restatement Effective Date until the Letter of Credit Expiration Date applicable to Letters of Credit issued under the Synthetic L/C Facilities, to issue Synthetic L/C Letters of Credit for the account of the Borrower (provided that any Synthetic L/C Letter of Credit may be for the benefit of any Subsidiary) and to amend or renew Synthetic L/C Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Synthetic L/C Letters of Credit and (2) the Synthetic L/C Lenders severally agree to participate in Synthetic L/C Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), and no Lender shall be obligated to participate in any Letter of Credit, if as of the date of such L/C Credit if immediately Extension (and after giving effect to such L/C Credit Extension) (I) in the case of the Revolving Letters of Credit, (wv) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (x) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (y) the Dollar Revolving Credit Exposure of any Lender would exceed such Lender’s Dollar Revolving Credit Commitment, (w) the Alternative Currency Revolving Credit Exposure of any Lender would exceed such Lender’s Alternative Currency Revolving Credit Commitment, (x) the Outstanding Amount of the Dollar Revolving L/C Obligations would exceed the Dollar Revolving Letter of Credit Sublimit, (y) in the case of any Dollar Revolving Letter of Credit with an expiry date extending beyond the day that is five (5) Business Days prior to the scheduled Maturity Date then in effect for either the Extended 2012 Dollar Revolving Credit Facility or the Extended Revolving Credit Facility (or, if either such day is not a Business Day, the next preceding Business Day) (each such day applicable in the case of such Letter of Credit, a “Dollar Revolving Exposure Readjustment Date” therefor), the aggregate face amount (determined as the maximum amount thereof (after giving effect to any prior permanent reductions thereof)) of the Dollar Revolving Letters of Credit expiring after such Dollar Revolving Exposure Readjustment Date (i) plus the aggregate principal amount of outstanding Swing Line Loans, 2015 Dollar Revolving Credit Loans and Extended Dollar Revolving Credit Loans would exceed, following the Maturity Date for the Extended 2012 Dollar Revolving Credit Commitments but prior to the Maturity Date for the Extended Dollar Revolving Credit Commitments, the sum of the Aggregate 2015 Dollar Revolving Credit Commitments and Aggregate Extended Dollar Revolving Credit Commitments at such time, or (ii) plus the aggregate principal amount of outstanding Swing Line Loans and 2015 Dollar Revolving Credit Loans would exceed, following the Maturity Date for the Extended Dollar Revolving Credit Commitments, the Aggregate 2015 Dollar Revolving Credit Commitments at such time, or (z) in the case of any Alternative Currency Revolving Letter of Credit with an expiry date extending beyond the day that is five (5) Business Days prior to the scheduled Maturity Date then in effect for either the Extended 2012 Alternative Currency Revolving Credit Facility or the Extended Alternative Currency Revolving Credit Facility (or, if either such day is not a Business Day, the next preceding Business Day) (each such day applicable in the case of such Letter of Credit, an “Alternative Currency Revolving Exposure Readjustment Date” therefor), the aggregate face amount (determined as the maximum amount thereof (after giving effect to any prior permanent reductions thereof)) of the Alternative Currency Revolving Letters of Credit expiring after such Alternative Currency Revolving Exposure Readjustment Date (i) plus the Dollar Amount of 2015 Alternative Currency Revolving Credit Loans and Extended Alternative Currency Revolving Credit Loans would exceed, following the Maturity Date for the Extended 2012 Alternative Currency Revolving Credit Commitments but prior to the Maturity Date for the Extended Alternative Currency Revolving Credit Commitments, the sum of the Aggregate 2015 Alternative Currency Revolving Credit Commitments and Aggregate Extended Alternative Currency Revolving Credit Commitments at such time, or (ii) plus the Dollar Amount of 2015 Alternative Currency Revolving Credit Loans would exceed, following the Maturity Date for the Extended Alternative Currency Revolving Credit Commitments, the Aggregate 2015 Alternative Currency Revolving Credit Commitments at such time or (II) in the case of the Synthetic L/C Letters of Credit, (x) the Synthetic L/C Obligations would exceed the sum of the aggregate amount of the Credit-Linked Deposits and the Tranche S Collateral Account Amount and (y) in the case of any Synthetic L/C Letter of Credit with an expiry date extending beyond the day that is five (5) Business Days prior to the scheduled Maturity Date (taking into account any provisos to the definition of Maturity Date) then in effect for any Synthetic L/C Facility (or, if such day is not a Business Day, the next preceding Business Day) (such day, the “Synthetic L/C Exposure Readjustment Date”), the aggregate face amount (determined as the maximum amount thereof (after giving effect to any prior permanent reductions thereof)) of the Synthetic L/C Letters of Credit expiring after such Synthetic L/C Exposure Readjustment Date would exceed the Aggregate Synthetic L/C Commitments that are scheduled to remain in effect after such scheduled Maturity Date. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It If the Borrower shall fail to specify whether any requested Letter of Credit denominated in Dollars is hereby acknowledged and agreed that each to be a Revolving Letter of the letters of credit described on Schedule 2.03
(a) (the “Existing Letters of Credit”) shall constitute Credit or a “Synthetic L/C Letter of Credit” for all purposes , then the requested Letter of this Agreement and Credit shall be deemed to be requested as a Synthetic L/C Letter of Credit unless the issuance thereof would not be permitted by the foregoing provisions of this paragraph, in which case it shall be deemed to be requested as a Revolving Letter of Credit. Notwithstanding any such specification or deemed specification, the Borrower may request in writing that a Letter of Credit issued under this Agreement any Facility be deemed to be issued under any other Facility (and such redesignation shall become effective on the Closing Datedate of receipt by the Administrative Agent of such written request, which shall be a Business Day) so long as at the time of the Administrative Agent’s receipt of such request, the issuance of such a Letter of Credit would be permitted under such Facility by the foregoing provisions of this paragraph. All Synthetic L/C Letters of Credit will be denominated in Dollars.
(iiiii) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Original Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Original Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit (other than the Letters of Credit listed on Schedule 2.03(a)(iii)(B)) would occur more than twelve months after the date of issuance or last renewal, unless the relevant L/C Issuer has Required Lenders have approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the applicable Letter of Credit Expiration Date, unless all the relevant L/C Issuer has Lenders of the applicable Class or Classes shall have approved such expiry date (it being understood that the participations of the Revolving Credit Lenders in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Expiration Date);date; or
(D) the issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer;
(E) the Letter of Credit is to be denominated in a currency other than Dollars or any Revolving Alternative Currency unless otherwise agreed by the applicable L/C Issuer and the Administrative Agent; or
(F) the Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,000.
(iiiiv) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 1 contract
Samples: Credit Agreement (Travelport LTD)
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the Availability Period for the Revolving Credit Facility, to issue Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case for the account of the Borrowers (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Parent Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Letters of Credit and (2) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), no Lender shall be obligated to participate in any Letter of Credit if immediately after giving effect to such L/C Credit Extension, (w) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (x) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (y) the Revolving Credit Exposure of any Lender would exceed such Lender’s Revolving Credit Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the 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. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03-80-
(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.
(ii) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the relevant L/C Issuer has approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the relevant L/C Issuer has approved such expiry date (it being understood that the participations of the Revolving Credit Lenders in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Expiration Date);
(D) the issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer;
(E) the Letter of Credit is to be denominated in a currency other than Dollars or any Revolving Alternative Currency unless otherwise agreed by the applicable L/C Issuer and the Administrative Agent; or
(F) the Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,000.
(iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 1 contract
Samples: Credit Agreement (Restaurant Brands International Inc.)
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders under the Revolving Credit Facility set forth in this Section 2.03, (x) from time to time on any Business Day following the Closing Date during the Availability Period for the Revolving Credit Facility, to issue Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case for the account of the Borrowers Borrower (provided that any Letter of Credit may be for the benefit account of any Subsidiary of the Parent Borrower; provided, further that the Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Subsidiaries, and the Borrower hereby irrevocably agrees to be bound jointly and severally to reimburse the applicable L/C Issuer for amounts drawn on any Letter of Credit issued for the account of any Subsidiary) and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Letters of Credit and (2) the Revolving Credit Lenders under the Revolving Credit Facility severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), Credit and no Revolving Credit Lender shall be obligated to participate in any Letter of Credit if immediately after giving effect to such L/C Credit Extension, (w) the Total Revolving Outstandings would exceed the Revolving Credit Commitments then in effect, (x) the sum of the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, would exceed such Lender’s Revolving Credit Commitment, (y) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (z) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (x) the aggregate L/C Exposure would exceed the Letter Commitment. Letters of Credit Sublimit or (y) shall constitute utilization of the Revolving Credit Exposure of any Lender would exceed such Lender’s Revolving Credit CommitmentCommitments. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a2.03(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.
(ii) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) : any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for and which such the L/C Issuer is not otherwise compensated hereunder);
(B) in good xxxxx xxxxx material to it; subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewalextension, unless the relevant L/C Issuer has approved such expiry date;
(C) ; the expiry date of such requested Letter of Credit would occur after the Letter of Credit Facility Expiration Date, unless the relevant L/C Issuer has approved such expiry date (it being understood that the participations of the Revolving Credit Lenders under the Revolving Credit Facility in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Facility Expiration Date);
; in the case of Letters of Credit, if such Letter of Credit is to be denominated in a currency other than Dollars or an Approved Currency; or any Revolving Lender of the applicable Class is at such time a Defaulting Lender, nor shall any L/C Issuer be under any obligation to extend or amend existing Letters of Credit, unless such L/C Issuer has entered into arrangements, including reallocation of such Lender’s Applicable Percentage of the applicable outstanding L/C Obligations pursuant to Section 2.16 or the delivery of Cash Collateral, with the Borrower or such Lender to eliminate such L/C Issuer’s actual or potential L/C Exposure (Dafter giving effect to Section 2.16) with respect to such Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential L/C Exposure; or the issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer;
(E) the Issuer or one or more policies of such L/C Issuer applicable to letters of credit in general; such Letter of Credit is to be denominated in not a currency other than Dollars standby letter of credit; or any Revolving Alternative Currency unless otherwise agreed by the applicable L/C Issuer and the Administrative Agent; or
(F) the such Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,00010,000.
(iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 1 contract
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders under the Revolving Credit Facility set forth in this Section 2.03, (x) from time to time on any Business Day following the Closing Date during the Availability Period for the Revolving Credit Facility, to issue Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case for the account of the Borrowers Borrower (provided that any Letter of Credit may be for the benefit account of any Subsidiary of the Parent Borrower; provided, further that the Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Subsidiaries, and the Borrower hereby irrevocably agrees to be bound jointly and severally to reimburse the applicable L/C Issuer for amounts drawn on any Letter of Credit issued for the account of any Subsidiary) and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Letters of Credit and (2) the Revolving Credit Lenders under the Revolving Credit Facility severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), Credit and no Revolving Credit Lender shall be obligated to participate in any Letter of Credit if immediately after giving effect to such L/C Credit Extension, (w) the Total Revolving Outstandings would exceed the Revolving Credit Commitments then in effect, (x) the sum of the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, would exceed such Lender’s Revolving Credit Commitment, (y) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (z) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (x) the aggregate L/C Exposure would exceed the Letter Commitment. Letters of Credit Sublimit or (y) shall constitute utilization of the Revolving Credit Exposure of any Lender would exceed such Lender’s Revolving Credit CommitmentCommitments. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of the letters of credit (including the Target Existing Letters of Credit) described on Schedule 2.03
(a2.03(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.
(ii) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for and which such the L/C Issuer is not otherwise compensated hereunder)in good xxxxx xxxxx material to it;
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the relevant L/C Issuer has approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Facility Expiration Date, unless the relevant L/C Issuer has approved such expiry date (it being understood that the participations of the Revolving Credit Lenders under the Revolving Credit Facility in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Facility Expiration Date);
(D) in the case of Letters of Credit, if such Letter of Credit is to be denominated in a currency other than Dollars or an Approved Currency; or
(E) any Revolving Lender of the applicable Class is at such time a Defaulting Lender, nor shall any L/C Issuer be under any obligation to extend or amend existing Letters of Credit, unless such L/C Issuer has entered into arrangements, including reallocation of such Lender’s Applicable Percentage of the applicable outstanding L/C Obligations pursuant to Section 2.16 or the delivery of Cash Collateral, with the Borrower or such Lender to eliminate such L/C Issuer’s actual or potential L/C Exposure (after giving effect to Section 2.16) with respect to such Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential L/C Exposure; or
(F) the issuance of such Letter of Credit would violate any Laws binding upon such L/C IssuerIssuer or one or more policies of such L/C Issuer applicable to letters of credit in general;
(EG) the such Letter of Credit is to be denominated in not a currency other than Dollars or any Revolving Alternative Currency unless otherwise agreed by the applicable L/C Issuer and the Administrative Agentstandby letter of credit; or
(FH) the such Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,00010,000.
(iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
(iv) The aggregate L/C Commitments of all the L/C Issuers shall be less than or equal to the Letter of Credit Sublimit at all times.
Appears in 1 contract
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the Availability Period for period from the Revolving Closing Date until the Letter of Credit FacilityExpiration Date, (x) to issue Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case for the account of the Borrowers Borrower (provided that any Letter of Credit may be for the benefit of any Restricted Subsidiary of the Parent Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Letters of Credit and (2) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer Issuers shall not be obligated to make any L/C Credit Extension Extensions with respect to any Letter Letters of Credit, and, except in the case of the following clause (w), no Lender and Lenders shall not be obligated to participate in any Letter Letters of Credit if immediately after giving effect to such as of the date of the applicable L/C Credit Extension, (w) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (x) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (y) the Revolving Credit Exposure of any Lender would exceed such Lender’s Revolving Credit CommitmentCommitment or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.
(iiA) An L/C Issuer shall not issue any Letter of Credit if:
(1) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless otherwise agreed by the L/C Issuer and the Administrative Agent; or
(2) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (x) all the Revolving Credit Lenders have approved such expiry date or (y) the Outstanding Amount of the L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized (in which case, the Revolving Credit Lenders shall cease to have participating interests in such Cash Collateralized Letter of Credit following the Maturity Date of the Revolving Credit Facility).
(B) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A1) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the relevant L/C Issuer has approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the relevant L/C Issuer has approved such expiry date (it being understood that the participations of the Revolving Credit Lenders in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Expiration Date);
(D2) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally; or
(3) any Laws binding upon 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 (Eafter giving effect to Section 2.15(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit is then proposed to be denominated in a currency issued or that Letter of Credit and all other than Dollars or any Revolving Alternative Currency unless otherwise agreed by L/C Obligations as to which the applicable L/C Issuer and the Administrative Agent; or
(F) the Letter of Credit is has actual or potential Fronting Exposure, as it may elect in an initial amount less than the Dollar Equivalent of $100,000its sole discretion.
(iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
(iv) The Existing Letters of Credit shall be governed by the terms and conditions of this Agreement and shall, for all purposes, be deemed to be Letters of Credit issued hereunder.
Appears in 1 contract
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the Availability Period for the Tranche 1 Revolving Credit FacilityFacility (in the case such L/C Issuer is a Tranche 1 Revolving Credit Lender) or the Availability Period for the Tranche 2 Revolving Credit Facility (in the case such L/C Issuer is a Tranche 2 Revolving Credit Lender), to issue Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case for the account of the Borrowers Borrower (provided that any Letter of Credit may be for the benefit of any Restricted Subsidiary of the Parent BorrowerBorrower so long as (x) the Borrower is a joint and several co-applicant and co-obligor in respect of such Letter of Credit and (y) such L/C Issuer has completed its customary “know your client” procedures with respect to such Restricted Subsidiary; provided that each notice requesting the issuance of such Letter of Credit and each letter of credit application in respect thereof shall be deemed by a representation and warranty by the Borrower that such Subsidiary is a Restricted Subsidiary) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Letters of Credit and (2) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), no Lender shall be obligated to participate in any Letter of Credit if immediately after giving effect to such L/C Credit Extension, (w) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (x) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (y) the Revolving Credit Exposure of any Lender would exceed such Lender’s Revolving Credit Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of On the letters of credit described on Schedule 2.03
(a) (the “Existing Conversion Date, any Letters of Credit”Credit that were issued under (and as defined in) shall constitute a “Letter of Credit” for all purposes of this the DIP Revolving Credit Agreement prior to the Conversion Date and then outstanding shall be deemed issued under the Revolving Credit Facility hereunder for the account of the Borrower or any applicable Restricted Subsidiary for all purposes under this Agreement on without need for any further action by the Closing Date.
(ii) An L/C Issuer Borrower or any other Person, and shall be under no obligation to issue any Letter governed by the terms and conditions of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) this Agreement. any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C #96808608v5 Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) ; subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the relevant L/C Issuer has approved such expiry date;
(C) ; the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the relevant L/C Issuer has approved such expiry date (it being understood that the participations of the Revolving Credit Lenders in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Expiration Date);
(D) ; the issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer;
(E) ; the Letter of Credit is to be denominated in a currency other than Dollars or any Revolving Alternative Currency unless otherwise agreed by the applicable L/C Issuer and the Administrative Revolver Agent; or
(F) the Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,000.
(iii) An L/C Issuer shall be under no obligation to amend any ; the face amount of such Letter of Credit if (A) together with all other Letters of Credit issued by such L/C Issuer would have no obligation and outstanding at such time to issue such Letter of Credit in its amended form under time) shall exceed the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment L/C Issuer Sublimit applicable to such Letter of Credit.L/C Issuer; or
Appears in 1 contract
Samples: Libor Hardwire Transition Amendment (Frontier Communications Parent, Inc.)
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders under the relevant Revolving Credit Facilities set forth in this Section 2.03, (x) from time to time on any Business Day following the Closing Date during the Availability Period for the applicable Revolving Credit Facility, to issue Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case for the account of the Borrowers Borrower (provided that any Letter of Credit may be for the benefit account of any Subsidiary of the Parent Borrower; provided, further that the Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Subsidiaries, and the Borrower hereby irrevocably agrees to be bound jointly and severally to reimburse the applicable L/C Issuer for amounts drawn on any Letter of Credit issued for the account of any Subsidiary) and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Letters of Credit and (2) the Revolving Credit Lenders under each Revolving Credit Facility severally agree to participate in Letters of Credit of any Revolving Credit Facility issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), Credit and no Revolving Credit Lender shall be obligated to participate in any Letter of Credit if immediately after giving effect to such L/C Credit Extension, (w) the Total Revolving Outstandings would exceed the Revolving Credit Commitments then in effect, (x) (A) the Initial Revolving Credit Exposure of such Revolving Credit Lender would exceed its Initial Revolving Credit Commitments or (B) the 2023 Extended Revolving Credit Exposure of such Revolving Credit Lender would exceed its 2023 Extended Revolving Credit Commitments, (y) the aggregate L/C Exposure would exceed the Aggregate Letter of Credit Sublimit or (z) the Aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (x) the aggregate L/C Exposure would exceed the Letter Commitment. Letters of Credit Sublimit or (y) shall constitute utilization of the Revolving Credit Exposure of any Lender would exceed such Lender’s Commitments under the applicable Revolving Credit CommitmentFacility. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a2.03(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.
(ii) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for and which such the L/C Issuer is not otherwise compensated hereunder)in good xxxxx xxxxx material to it;
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewalextension, unless the relevant L/C Issuer has approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Facility Expiration DateDate under the applicable Revolving Credit Facility, unless the relevant L/C Issuer has approved such expiry date (it being understood that the participations of the Revolving Credit Lenders under the relevant Revolving Credit Facility in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Facility Expiration DateDate with respect to the applicable Revolving Credit Facility);
(D) in the case of Letters of Credit, if such Letter of Credit is to be denominated in a currency other than Dollars or an Approved Currency; or
(E) any Revolving Credit Lender of the applicable Class (it being understood that solely for the purposes of this Section 2.03(a)(ii)(E), the Initial Revolving Credit Facility and the 2023 Extended Revolving Credit Facility shall be considered as a single Class) is at such time a Defaulting Lender, nor shall any L/C Issuer be under any obligation to extend or amend existing Letters of Credit, unless such L/C Issuer has entered into arrangements, including reallocation of such Lender’s Applicable Percentage of the applicable outstanding L/C Obligations pursuant to Section 2.16 or the delivery of Cash Collateral, with the Borrower or such Lender to eliminate such L/C Issuer’s actual or potential L/C Exposure (after giving effect to Section 2.16) with respect to such Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential L/C Exposure; or
(F) the issuance of such Letter of Credit would violate any Laws binding upon such L/C IssuerIssuer or one or more policies of such L/C Issuer applicable to letters of credit in general;
(EG) the such Letter of Credit is to be denominated in not a currency other than Dollars or any Revolving Alternative Currency unless otherwise agreed by the applicable L/C Issuer and the Administrative Agentstandby letter of credit; or
(FH) the such Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,00010,000.
(iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
(iv) The aggregate L/C Commitments of all the L/C Issuers shall be less than or equal to the Aggregate Letter of Credit Sublimit at all times.
Appears in 1 contract
Samples: Credit Agreement (Clear Channel Outdoor Holdings, Inc.)
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the Availability Period for period from the Revolving Restatement Effective Date until the Letter of Credit FacilityExpiration Date, to issue Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case for the account of the Borrowers Borrower (provided provided, that any Letter of Credit may be for the benefit of any Subsidiary of the Parent Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts drawings under the Letters of Credit and (2B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer Issuers shall not be obligated to make any L/C Credit Extension Extensions with respect to any Letter Letters of Credit, and, except in the case of the following clause (w), no Lender and Lenders shall not be obligated to participate in any Letter of Credit if immediately after giving effect to such L/C Credit Extension, (w) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimitif, as of the date of the applicable Letter of Credit, (x) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (yi) the Revolving Credit Exposure of any Lender would exceed such Lender’s Revolving Credit CommitmentCommitment or (ii) the Outstanding Amount of all L/C Obligations would exceed the L/C Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed 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 Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a) (the “Existing Letters of Credit”) shall constitute a “Each Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement Credit (as defined in the Existing Credit Agreement) outstanding on the Closing DateRestatement Effective Date shall remain outstanding as a Letter of Credit hereunder on the terms set forth herein.
(ii) An an L/C Issuer shall not issue any Letter of Credit if:
(1) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless otherwise agreed by the L/C Issuer and the Administrative Agent; or
(2) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (1) each Appropriate Lender shall have approved such expiry date or (2) the Outstanding Amount of the L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to at least 105% of the Outstanding Amount of such L/C Obligations.
(iii) an L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the relevant L/C Issuer has approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the relevant L/C Issuer has approved such expiry date (it being understood that the participations of the Revolving Credit Lenders in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Expiration Date);
(D) the issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer;
(E) the Letter of Credit is to be denominated in a currency other than Dollars or any Revolving Alternative Currency unless otherwise agreed by the applicable L/C Issuer and the Administrative Agent; or
(F) the Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,000.
(iiiiv) An an L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
(v) an L/C Issuer shall act on behalf of the Appropriate Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and such L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken of omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it as fully as if the term “Administrative Agent” as used in Article IX included such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to such L/C Issuer.
Appears in 1 contract
Samples: Amendment and Restatement Agreement (ASC Acquisition LLC)
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.032.04, (x1) from time to time on any Business Day during the Availability Period for period from the Revolving Fifth Restatement Effective Date until the Letter of Credit FacilityExpiration Date, to issue Letters of Credit denominated in Dollars or any Revolving in one or more Alternative Currency, in each case Currencies for the account of the Borrowers (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Parent Borrower) relevant Borrower and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b2.04(b), and (y2) to honor drafts under the Letters of Credit Credit; and (2B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03for the account of the relevant Borrower; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), and no Lender shall be obligated to participate in any Letter of Credit if immediately after giving effect to as of the date of such L/C Credit ExtensionExtension or after giving effect thereto, (wv) the aggregate Outstanding Amount of the L/C Exposure in Obligations with respect of to Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer SublimitCommitment, (w) the Total Revolving Outstandings would exceed the Aggregate Revolving Credit Commitments, (x) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (y) the Revolving Credit Exposure Outstandings of any Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the aggregate Outstanding Amount of all Revolving Credit Loans denominated in Australian Dollars, plus the Outstanding Amount of all L/C Obligations denominated in Australian Dollars would exceed the Australian Dollar Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the 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. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.
(ii) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Fifth Restatement Effective Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Fifth Restatement Effective Date (for which and which, in each case, such L/C Issuer is not otherwise compensated hereunder)in good xxxxx xxxxx material to it;
(B) subject to Section 2.03(b)(iii2.04(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the relevant L/C Issuer has Revolving Credit Lenders (other than any Revolving Credit Lender that is a Defaulting Lender) have approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the relevant L/C Issuer has approved such expiry date (it being understood that the participations of all the Revolving Credit Lenders in (other than any undrawn Letter of Revolving Credit shall in any event terminate on the Letter of Credit Expiration Date);Lender that is a Defaulting Lender) have approved such expiry date; or
(D) the issuance of such Letter of Credit would violate any Laws binding upon or one or more policies of such L/C Issuer;
(E) the Letter of Credit is to be denominated in a currency other than Dollars or any Revolving Alternative Currency unless otherwise agreed by the applicable L/C Issuer and the Administrative Agent; or
(F) the Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,000.
(iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 1 contract
Samples: Fifth Amendment and Restatement Agreement (Fidelity National Information Services, Inc.)
The Letter of Credit Commitments. (ia) Subject to the terms and conditions set forth herein, (1i) each L/C Issuer Issuing Bank agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (xA) from time to time on any Business Day during the Availability Period for period from the Revolving Credit FacilityClosing Date until the L/C Expiration Date, to issue Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case for the account of the Borrowers Borrower, Holdings or a Restricted Subsidiary (provided that any such Letter of Credit may be for the benefit of Holdings or any Subsidiary of the Parent Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b2.03(2), and (yB) to honor drafts drawings under the Letters of Credit and (2ii) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer Issuing Bank shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), and no Lender shall be obligated to participate in any Letter of Credit if immediately after giving effect to as of the date of such L/C Credit Extension, (w) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (x) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (y) the Revolving Credit Exposure of any Revolving Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the L/C Sublimit or (z) the Outstanding Amount of the L/C Obligations issued by such Issuing Bank would exceed its L/C Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.
(iib) An L/C Issuer Issuing Bank shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(Ai) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer Issuing Bank from issuing such Letter of Credit, or any Law applicable to such L/C Issuer Issuing Bank or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer Issuing Bank shall prohibit, or direct that such L/C Issuer Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer Issuing Bank is not otherwise compensated hereunder);
(Bii) subject to Section 2.03(b)(iii2.03(2)(c), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (A) each Appropriate Lender has approved of such expiration date or (B) the relevant Outstanding Amount of L/C Issuer Obligations in respect of such requested Letter of Credit has approved such expiry datebeen Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank;
(Ciii) the expiry date of such requested Letter of Credit would occur after the Letter of Credit L/C Expiration Date, unless (A) each Appropriate Lender has approved of such expiration date or (B) the relevant Outstanding Amount of L/C Issuer has approved Obligations in respect of such expiry date (it being understood that the participations of the Revolving Credit Lenders in any undrawn requested Letter of Credit shall in any event terminate on has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the Letter of Credit Expiration Date)applicable Issuing Bank;
(Div) the issuance of such Letter of Credit would violate any Laws binding upon policies of such L/C Issuer;Issuing Bank applicable to letters of credit generally; or
(Ev) any Revolving Lender is at that time a Defaulting Lender, unless such Issuing Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.17(1)(d)) with respect to the Defaulting Lender arising from either the Letter of Credit is then proposed to be denominated in a currency issued or that Letter of Credit and all other than Dollars or any Revolving Alternative Currency unless otherwise agreed by the applicable L/C Issuer and the Administrative Agent; or
(F) the Letter of Credit is Obligations as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in an initial amount less than the Dollar Equivalent of $100,000its sole discretion.
(iiic) An L/C Issuer Issuing Bank shall be under no obligation to amend any Letter of Credit if (Ai) such L/C Issuer Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, hereof or (Bii) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 1 contract
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (x1) from time to time on any Business Day during the Availability Period for period from the Revolving Original Effective Date until the Letter of Credit FacilityExpiration Date, to issue Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case for the account of the Borrowers (provided that Borrower or any Letter of Credit may be for the benefit of any Subsidiary of the Parent Borrower) Subsidiary, and to amend or renew extend Letters of Credit previously issued by it, it in accordance with Section 2.03(b), and (y2) to honor drafts drawings under the Letters of Credit Credit, in each case, in an aggregate principal amount not to exceed at any time outstanding the lesser of (x) the L/C Sublimit at such time and (2y) such L/C Issuer’s L/C Commitment at such time; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant for the account of the Borrower or any Subsidiary and any drawings thereunder; provided, that after giving effect to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), no Lender shall be obligated to participate in any Letter of Credit if immediately after giving effect to such L/C Credit Extension, (w) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (x) the aggregate L/C Exposure would Total Outstandings shall not exceed the Letter of Credit Sublimit or Revolving Facility, (y) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Lender would Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit CommitmentCommitment and (z) the aggregate Outstanding Amount of all L/C Obligations relating to Letters of Credit issued by the relevant L/C Issuer shall not exceed the L/C Commitment of such L/C Issuer at such time. Each request by the Borrower or any Subsidiary 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 Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged Subject to the limitations and agreed that each of the letters of credit described on Schedule 2.03
(a) (the “Existing conditions set forth herein, Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall Credit may be deemed issued under this Agreement on the Closing DateOriginal Effective Date in an aggregate amount not to exceed $50,000,000.
(ii) An No L/C Issuer shall issue any Letter of Credit if:
(A) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Required Lenders have approved such expiry date; or
(B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless either (x) all the Revolving Credit Lenders have approved such expiry date or (y) the Borrower and the applicable L/C Issuer shall have entered into arrangements reasonably satisfactory to such L/C Issuer for the cash collateralization on the Letter of Credit Expiration Date in favor of such L/C Issuer of such Letter of Credit, it being understood and agreed by the parties hereto that from and after the Letter of Credit Expiration Date, the provisions of this Section 2.03 and all other provision under the Loan Documents with respect to Letters of Credit, including without limitation, Section 2.03(c), shall not apply to any such Letter of Credit issued in reliance on this clause (y) and no Lender shall be entitled to any of the cash collateral provided to the applicable L/C Issuer in respect thereof.
(iii) No L/C Issuer shall be under no any obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Original Effective Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Original Effective Date (for and which such L/C Issuer is not otherwise compensated hereunder)in good xxxxx xxxxx material to it;
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the relevant L/C Issuer has approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the relevant L/C Issuer has approved such expiry date (it being understood that the participations of the Revolving Credit Lenders in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Expiration Date);
(D) the issuance of such Letter of Credit would violate any Laws binding upon one or more policies of such L/C Issuer;
(EC) except as otherwise agreed by the Administrative Agent and such L/C Issuer, such Letter of Credit is in an initial stated amount less than $250,000, in the case of a commercial Letter of Credit, or $500,000, in the case of a standby Letter of Credit;
(D) such Letter of Credit is to be denominated in a currency other than Dollars or Dollars;
(E) subject to Section 2.03(b)(iv), such Letter of Credit contains any Revolving Alternative Currency unless otherwise agreed by provisions for automatic reinstatement of the applicable L/C Issuer and the Administrative Agentstated amount after any drawing thereunder; or
(F) a default of any Lender’s obligations to fund under Section 2.03(c) exists or any Lender is at such time a Defaulting Lender hereunder, unless such L/C Issuer has entered into satisfactory arrangements with the Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,000Borrower or such Lender to eliminate such L/C Issuer’s risk with respect to such Lender.
(iiiiv) An No L/C Issuer shall be under no any obligation to amend any Letter of Credit if (A) such L/C Issuer would not have no any obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
(v) 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 such L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by 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 Article IX included such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to such L/C Issuers.
Appears in 1 contract
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (x1) from time to time on any Business Day during the Availability Period for period from the Revolving Closing Date until the Letter of Credit FacilityExpiration Date, to issue Performance Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case and Financial Letters of Credit for the account of the Borrowers (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Parent Borrower) Borrower and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (y2) to honor drafts under the such Letters of Credit Credit; and (2B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03for the account of the Borrower; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), and no Lender shall be obligated to participate in in, any Letter of Credit if immediately after giving effect to as of the date of such L/C Credit Extension, (wx) the aggregate L/C Exposure Outstanding Amount would exceed the Aggregate Commitments (but excluding in respect the computation of Aggregate Commitments, if the Stated Maturity Date for all Lenders is not the same, the Commitments of those Lenders with a Stated Maturity Date that is on or before the date that is seven days after the expiry date of such Letter of Credit), (y) the Outstanding Amount applicable to any Lender would exceed such Lender’s Commitment, or (z) the sum of the aggregate undrawn face amount of all outstanding Letters of Credit issued by such L/C Issuer plus the aggregate of all L/C Borrowings in respect of such Letters of Credit would exceed such L/C Issuer’s L/C Issuer Sublimit, (x) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (y) the Revolving Credit Exposure of any Lender would exceed such Lender’s Revolving Credit Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers Borrower may, during the foregoing periodperiod from the Closing Date until the Letter of Credit Expiration Date, from time to time obtain new Letters of Credit and Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.
(ii) An No L/C Issuer shall be under no any obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement not in effect on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder) hereunder and for which the Borrower does not agree to compensate such L/C Issuer in effect on the Closing Datea manner reasonably satisfactory to such L/C Issuer), or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which and which, in either event, such L/C Issuer is not otherwise compensated hereunder)in good xxxxx xxxxx material to it;
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the relevant L/C Issuer has Majority Lenders have approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the relevant L/C Issuer has Lenders have approved such expiry date (it being understood that the participations of the Revolving Credit Lenders in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Expiration Date)date;
(D) the issuance of such Letter of Credit would violate any Laws binding upon one or more policies of such L/C Issuer;; or
(E) the such Letter of Credit is in a face amount less than $500,000 or is to be denominated in a currency other than Dollars or any Revolving Alternative Currency unless otherwise agreed by the applicable L/C Issuer and the Administrative Agent; or
(F) the Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,000Dollars.
(iii) An No L/C Issuer shall be under no any obligation to amend any Letter of Credit as may be requested by the Borrower if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 1 contract
Samples: Credit Agreement (Bj Services Co)
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the Availability Period for period from the Revolving Closing Date until the Letter of Credit FacilityExpiration Date, (x) to issue Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case for the account of the Borrowers Borrower (provided that any Letter of Credit may be for the benefit of any Restricted Subsidiary of the Parent Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Letters of Credit and (2) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer Issuers shall not be obligated to make any L/C Credit Extension Extensions with respect to any Letter Letters of Credit, and, except in the case of the following clause (w), no Lender and Lenders shall not be obligated to participate in any Letter Letters of Credit if immediately after giving effect to such as of the date of the applicable L/C Credit Extension, (w) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (x) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (y) the Revolving Credit Exposure of any Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations with respect to Letters of Credit issued by any L/C Issuer would exceed such L/C Issuer’s Individual Letter of Credit Sublimit (it being understood that any L/C Issuer may elect, in its sole discretion, to make L/C Extensions with respect to Letters of Credit in excess of such L/C Issuer’s Individual Letter of Credit Sublimit) or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.
(ii) (A) An L/C Issuer shall be under no obligation to not issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B1) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless otherwise agreed by the relevant L/C Issuer has approved such expiry date;and the Administrative Agent; or
(C2) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (x) all the relevant L/C Issuer has Revolving Credit Lenders have approved such expiry date or (it being understood that y) the participations Outstanding Amount of the L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized (in which case, the Revolving Credit Lenders shall cease to have participating interests in such Cash Collateralized Letter of Credit following the Maturity Date of the Revolving Credit Lenders in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Expiration DateFacility);
(D) the issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer;
(E) the Letter of Credit is to be denominated in a currency other than Dollars or any Revolving Alternative Currency unless otherwise agreed by the applicable L/C Issuer and the Administrative Agent; or
(F) the Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,000.
(iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 1 contract
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the Availability Period for the Tranche 1 Revolving Credit FacilityFacility (in the case such L/C Issuer is a Tranche 1 Revolving Credit Lender) or the Availability Period for the Tranche 2 Revolving Credit Facility (in the case such L/C Issuer is a Tranche 2 Revolving Credit Lender), to issue Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case for the account of the Borrowers Borrower (provided that any Letter of Credit may be for the benefit of any Restricted Subsidiary of the Parent BorrowerBorrower so long as (x) the Borrower is a joint and several co-applicant and co-obligor in respect of such Letter of Credit and (y) such L/C Issuer has completed its customary “know your client” procedures with respect to such Restricted Subsidiary; provided that each notice requesting the issuance of such Letter of Credit and each letter of credit application in respect thereof shall be deemed by a representation and warranty by the Borrower that such Subsidiary is a Restricted Subsidiary) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Letters of Credit and (2) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), no Lender shall be obligated to participate in any Letter of Credit if immediately after giving effect to such L/C Credit Extension, (w) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (x) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (y) the Revolving Credit Exposure of any Lender would exceed such LenderLexxxx’s Revolving Credit Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of On the letters of credit described on Schedule 2.03
(a) (the “Existing Conversion Date, any Letters of Credit”Credit that were issued under (and as defined in) shall constitute a “Letter of Credit” for all purposes of this the DIP Revolving Credit Agreement prior to the Conversion Date and then outstanding shall be deemed issued under the Revolving Credit Facility hereunder for the account of the Borrower or any applicable Restricted Subsidiary for all purposes under this Agreement on without need for any further action by the Closing DateBorrower or any other Person, and shall be governed by the terms and conditions of this Agreement.
(ii) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the relevant L/C Issuer has approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the relevant L/C Issuer has approved such expiry date (it being understood that the participations of the Revolving Credit Lenders in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Expiration Date);
(D) the issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer;
(E) the Letter of Credit is to be denominated in a currency other than Dollars or any Revolving Alternative Currency unless otherwise agreed by the applicable L/C Issuer and the Administrative Revolver Agent; or;
(F) the Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,000;
(G) the face amount of such Letter of Credit (together with all other Letters of Credit issued by such L/C Issuer and outstanding at such time) shall exceed the L/C Issuer Sublimit applicable to such L/C Issuer; or
(H) (i) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank now or hereafter applicable to letters of credit generally or (ii) such Letter of Credit is not a standby letter of credit.
(iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 1 contract
Samples: Credit Agreement (Frontier Communications Parent, Inc.)
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the Availability Period for period from the Revolving Closing Date until the Letter of Credit FacilityExpiration Date, to issue Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case for the account of the Borrowers Parent Borrower (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Parent Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts drawings under the Letters of Credit and (2B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer Issuers shall not be obligated to make any L/C Credit Extension Extensions with respect to any Letter Letters of Credit, and, except in the case of the following clause (w), no Lender and Lenders shall not be obligated to participate in any Letter of Credit if immediately after giving effect to such L/C Credit Extension, (w) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimitif, as of the date of the applicable Letter of Credit, (x) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (y) the Revolving Credit Exposure of any Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the aggregate amount of the Revolving Credit Commitments or (z) the Outstanding Amount of all L/C Obligations would exceed the L/C 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 Borrowers’ Parent Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers Parent Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.
(ii) An L/C Issuer shall not issue any Letter of Credit if:
(A) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless otherwise agreed by the L/C Issuer and the Administrative Agent; or
(B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (1) each Appropriate Lender shall have approved such expiry date or (2) the Outstanding Amount of the L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized.
(iii) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the relevant L/C Issuer has approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the relevant L/C Issuer has approved such expiry date (it being understood that the participations of the Revolving Credit Lenders in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Expiration Date);
(D) the issuance of such Letter of Credit would violate any Laws binding upon one or more policies of such L/C Issuer applicable to letters of credit generally; or
(C) except as otherwise agreed by the Administrative Agent and such L/C Issuer;
(E) the , such Letter of Credit is to be denominated in a currency other than Dollars or any Revolving Alternative Currency unless otherwise agreed by the applicable L/C Issuer and the Administrative Agent; or
(F) the Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,000Dollars.
(iiiiv) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
(v) Each L/C Issuer shall act on behalf of the Appropriate Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article 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 Article 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 (Axcan Intermediate Holdings Inc.)
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1) each the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the Availability Period for period from the Revolving Sixth Amendment and Restatement Effective Date until the Letter of Credit FacilityExpiration Date, to issue Letters of Credit denominated in Dollars or and/or any Revolving Alternative Currency, in each case Currency for the account of the Borrowers Borrower (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Parent Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Letters of Credit and (2) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03Credit; provided that no the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case if as of the following clause date of such L/C Credit Extension (w), no Lender shall be obligated to participate in any Letter of Credit if immediately and after giving effect to such L/C Credit Extension, (w) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (x) the aggregate L/C Exposure Obligations (or the Dollar Amount thereof) would exceed the Letter of Credit Sublimit L/C Facility Maximum Amount or (y) the Revolving Credit Exposure total Dollar Amount of any Lender Cash Collateral held in the L/C Facility Collateral Account would exceed such Lender’s Revolving Credit Commitmentbe less than 103% of the Dollar Amount of the aggregate Outstanding Amount of all L/C Obligations. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.
(ii) An The L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such the L/C Issuer from issuing such Letter of Credit, or any Law applicable to such the L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such the L/C Issuer shall prohibit, or direct that such the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Sixth Amendment and Restatement Effective Date, or shall impose upon such the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Sixth Amendment and Restatement Effective Date (for which such the L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the relevant L/C Issuer has approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the relevant L/C Issuer has shall have approved such expiry date (it being understood that the participations of the Revolving Credit Lenders in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Expiration Date);date; or
(D) the issuance of such Letter of Credit would violate any Laws binding upon such the L/C Issuer;
(E) the Letter of Credit is to be denominated in a currency other than Dollars or any Revolving Alternative Currency unless otherwise agreed by the applicable L/C Issuer and the Administrative Agent; or
(F) the Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,000.
(iii) An The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 1 contract
Samples: Credit Agreement (Travelport LTD)
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1A) each L/C Issuer Issuing Bank agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.032.13 and within the limits of its L/C Commitment, (x1) from time to time on any Business Day during until the Availability Period for the Revolving Letter of Credit FacilityExpiration Date, to issue Letters of Credit denominated in Dollars or any Revolving one or more Alternative Currency, in each case Currencies for the account of the Borrowers (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Parent Borrower) Company or its Subsidiaries, and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (y2) to honor drafts drawings under the Letters of Credit Credit; and (2B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03for the account of the Company or its Subsidiaries and any drawings thereunder; provided that no L/C Issuer shall be obligated after giving effect to make any L/C Credit Extension with respect to any Letter of Credit, and, except in (1) the case Dollar Equivalent of the following clause (w), no Lender shall be obligated to participate in any Letter aggregate Outstanding Amount of Credit if immediately after giving effect to such all Loans and L/C Credit ExtensionObligations shall not exceed the aggregate Revolving Loan Commitments, (w2) the Dollar Equivalent of the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Commitment Ratio of the Dollar Equivalent of the Outstanding Amount of all L/C Exposure Obligations plus such Lender’s Commitment Ratio of the Swingline Loans then outstanding shall not exceed such Lender’s Commitment, (3) the Dollar Equivalent of the Outstanding Amount of the L/C Obligations in respect of Letters of Credit issued by such L/C Issuer would Issuing Bank shall not exceed the Dollar Equivalent of such L/C IssuerIssuing Bank’s L/C Issuer SublimitCommitment, (x4) the aggregate Dollar Equivalent of the Outstanding Amount of the L/C Exposure would Obligations shall not exceed the Letter of Credit Sublimit or and (y5) the Revolving Dollar Equivalent of the aggregate outstanding principal amount of Advances and the Outstanding Amount of Letters of Credit, in each case denominated in any Alternative Currency, exceeds $1,000,000,000; and provided, further, that none of Barclays Bank PLC, Royal Bank of Canada or Xxxxxx Xxxxxxx Bank, N.A. shall have any obligation to issue commercial letters of credit. Each request by the Company for the issuance or amendment of a Letter of Credit Exposure shall be deemed to be a representation by the Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Each letter of credit listed on Schedule 2 shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of this Section 2.13, be deemed to be an Issuing Bank for each such letter of credit, provided than any renewal or replacement of any Lender would exceed such Lender’s Revolving Credit Commitmentletter of credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Company’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers may, during the foregoing period, Company may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.
(ii) An L/C Issuer No Issuing Bank shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) , if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B1) subject to Section 2.03(b)(iii2.13(b)(iii), the expiry date of such the requested Letter of Credit would occur more than twelve months after the date of issuance or last renewalextension, unless the relevant L/C Issuer has Majority Lenders have approved such expiry date;; provided that each Auto-Extension Letter of Credit shall not be deemed to have an expiry date longer than twelve (12) months after the date of its issuance; or
(C2) the expiry date of such the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the relevant L/C Issuer has Lenders have approved such expiry date date.
(it being understood that the participations of the Revolving Credit Lenders in iii) No Issuing Bank shall be under any undrawn obligation to issue any Letter of Credit if:
(1) any order, judgment or decree of any governmental authority or arbitrator shall in by its terms purport to enjoin or restrain such Issuing Bank from issuing the Letter of Credit, or any event terminate on law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or the Letter of Credit Expiration Datein particular or shall impose upon such Issuing Bank with respect to the Letter of Credit any restriction, reserve or capital or liquidity requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the date hereof, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Restatement Date and which such Issuing Bank in good xxxxx xxxxx material to it; provided, however, that any such circumstance shall not affect such Lender’s obligations pursuant to Section 2.13(c);
(D2) the issuance of such the Letter of Credit would violate any Laws binding upon one or more policies of such L/C IssuerIssuing Bank applicable to letters of credit generally;
(E3) except as otherwise agreed by the Administrative Agent and such Issuing Bank, 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;
(4) except as otherwise agreed by the Administrative Agent and such Issuing Bank, the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;
(5) any Revolving Alternative Currency Lender is at that time a Defaulting Lender, unless otherwise agreed by such Issuing Bank has entered into arrangements, including the applicable delivery of Cash Collateral, satisfactory to such Issuing Bank (in its sole discretion) with the Company or such Lender to eliminate such Issuing Bank’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 Issuer and the Administrative AgentObligations as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion; or
(F6) the Letter of Credit is in an initial contains any provisions for automatic reinstatement of the stated amount less than the Dollar Equivalent of $100,000after any drawing thereunder.
(iiii) An L/C Issuer No Issuing Bank shall amend any Letter of Credit if such Issuing Bank would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.
(ii) No Issuing Bank shall be under no any obligation to amend any Letter of Credit if (A) such L/C Issuer Issuing Bank would have no obligation at such time to issue such the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such the Letter of Credit does not accept the proposed amendment to such the Letter of Credit.
(iii) 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 each Issuing Bank shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article 9 with respect to any acts taken or omissions suffered by such Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article 9 included such Issuing Bank with respect to such acts or omissions, and (B) as additionally provided herein with respect to the Issuing Banks.
Appears in 1 contract
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the Availability Period for period from the Revolving Closing Date until the Letter of Credit FacilityExpiration Date, to issue Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case for the account of the Borrowers Borrower (provided provided, that any Letter of Credit may be for the benefit of any Subsidiary of the Parent Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts drawings under the Letters of Credit and (2B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer Issuers shall not be obligated to make any L/C Credit Extension Extensions with respect to any Letter Letters of Credit, and, except in the case of the following clause (w), no Lender and Lenders shall not be obligated to participate in any Letter of Credit if immediately after giving effect to such L/C Credit Extension, (w) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimitif, as of the date of the applicable Letter of Credit, (x) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (yi) the Revolving Credit Exposure of any Lender would exceed such Lender’s Revolving Credit CommitmentCommitment or (ii) the Outstanding Amount of all L/C Obligations would exceed the L/C Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed 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 Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a) (the “Each Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes Credit constitutes a Letter of this Agreement and shall be deemed issued Credit under this Agreement on the Closing DateAgreement.
(ii) An L/C Issuer shall not issue any Letter of Credit if:
(A) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless otherwise agreed by the L/C Issuer and the Administrative Agent; or
(B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (1) each Appropriate Lender shall have approved such expiry date or (2) the Outstanding Amount of the L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to at least 105% of the Outstanding Amount of such L/C Obligations.
(iii) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the relevant L/C Issuer has approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the relevant L/C Issuer has approved such expiry date (it being understood that the participations of the Revolving Credit Lenders in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Expiration Date);
(D) the issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer;
(E) the Letter of Credit is to be denominated in a currency other than Dollars or any Revolving Alternative Currency unless otherwise agreed by the applicable L/C Issuer and the Administrative Agent; or
(F) the Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,000.
(iiiiv) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
(v) An L/C Issuer shall act on behalf of the Appropriate Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and such L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken of omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it as fully as if the term “Administrative Agent” as used in Article IX included such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to such L/C Issuer.
(vi) An L/C Issuer shall be under no obligation to issue any Letter of Credit if any Revolving Credit Lender is at the applicable time a Defaulting Lender and the L/C Issuer has (or after giving effect to the issuance of such Letter of Credit will have) Fronting Exposure (after giving effect to Section 2.17(a)(iv)), unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the L/C Issuer’s 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 Fronting Exposure, as it may elect in its sole discretion.
Appears in 1 contract
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the Availability Period for period from the Revolving Closing Date until the Letter of Credit FacilityExpiration Date, to issue Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case for the account of the Borrowers Lead Borrower (provided that provided, any Letter of Credit may be for the benefit of Holdings or any Restricted Subsidiary of the Parent BorrowerHoldings) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Letters of Credit and (2) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that provided, no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), and no Lender shall be obligated to participate in any Letter of Credit if immediately after giving effect to such L/C Credit Extension, (w) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (x) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (y) the Revolving Credit Exposure of any Lender would exceed such Lender’s Revolving Credit Commitment, or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit if immediately after giving effect to such L/C Credit Extension if there is a Revolving Credit Lender who is a Defaulting Lender and the Lead Borrower has not provided Cash Collateral with respect to such Defaulting Lender’s pro rata participation in such proposed L/C Credit Extension (after giving effect to Section 2.16(c)(i)). Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Lead Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers Lead Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.
(ii) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the relevant L/C Issuer has approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the relevant L/C Issuer has approved such expiry date (it being understood that the participations of the Revolving Credit Lenders in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Expiration Date)date;
(D) (x) the issuance of such Letter of Credit would violate any Laws binding upon such L/C IssuerIssuer or (y) with respect to any Letter of Credit issued by GS Lending Partners, such Letter of Credit would violate one or more GS Restrictions on Letters of Credit;
(E) the Letter of Credit is to be denominated in a currency other than Dollars or any Revolving Alternative Currency Dollars, unless otherwise agreed by the applicable L/C Issuer and the Administrative Agent; or
(F) the Letter of Credit is in an initial amount less than $250,000 or, to the extent the applicable L/C Issuer and the Administrative Agent have agreed to issue the Letter of Credit in a currency other than Dollars, the Dollar Equivalent of $100,000equivalent thereof (as determined by the applicable L/C Issuer) or, in each case, such other amount as reasonably agreed by the L/C Issuer.
(iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 1 contract
Samples: First Lien Credit Agreement (ONESPAWORLD HOLDINGS LTD)
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1A) each L/C Issuer Issuing Bank agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.032.13 and within the limits of its L/C Commitment, (x1) from time to time on any Business Day during until the Availability Period for the Revolving Letter of Credit FacilityExpiration Date, to issue Letters of Credit denominated in Dollars or any Revolving one or more Alternative Currency, in each case Currencies for the account of the Borrowers (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Parent Borrower) Company or its Subsidiaries, and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (y2) to honor drafts drawings under the Letters of Credit Credit; and (2B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03for the account of the Company or its Subsidiaries and any drawings thereunder; provided that no L/C Issuer shall be obligated after giving effect to make any L/C Credit Extension with respect to any Letter of Credit, and, except in (1) the case Dollar Equivalent of the following clause (w), no Lender shall be obligated to participate in any Letter aggregate Outstanding Amount of Credit if immediately after giving effect to such all Loans and L/C Credit ExtensionObligations shall not exceed the aggregate Revolving Loan Commitments, (w2) the Dollar Equivalent of the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Commitment Ratio of the Dollar Equivalent of the Outstanding Amount of all L/C Exposure Obligations plus such Lender’s Commitment Ratio of the Swingline Loans then outstanding shall not exceed such Lender’s Commitment, (3) the Dollar Equivalent of the Outstanding Amount of the L/C Obligations in respect of Letters of Credit issued by such L/C Issuer would Issuing Bank shall not exceed the Dollar Equivalent of such L/C IssuerIssuing Bank’s L/C Issuer SublimitCommitment, (x4) the aggregate Dollar Equivalent of the Outstanding Amount of the L/C Exposure would Obligations shall not exceed the Letter of Credit Sublimit or and (y5) the Revolving Dollar Equivalent of the aggregate outstanding principal amount of Advances and the Outstanding Amount of Letters of Credit, in each case denominated in any Alternative Currency, exceeds the Alternative Currency Sublimit; and provided, further, that none of Barclays Bank PLC, Royal Bank of Canada or Xxxxxx Xxxxxxx Bank, N.A. shall have any obligation to issue commercial letters of credit. Each request by the Company for the issuance or amendment of a Letter of Credit Exposure shall be deemed to be a representation by the Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Each letter of credit listed on Schedule 2 shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of this Section 2.13, be deemed to be an Issuing Bank for each such letter of credit, provided than any renewal or replacement of any Lender would exceed such Lender’s Revolving Credit Commitmentletter of credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Company’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers may, during the foregoing period, Company may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.
(ii) An L/C Issuer No Issuing Bank shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) , if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B1) subject to Section 2.03(b)(iii2.13(b)(iii), the expiry date of such the requested Letter of Credit would occur more than twelve months after the date of issuance or last renewalextension, unless the relevant L/C Issuer has Majority Lenders have approved such expiry date;; provided that each Auto-Extension Letter of Credit shall not be deemed to have an expiry date longer than twelve (12) months after the date of its issuance; or
(C2) the expiry date of such the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the relevant L/C Issuer has Lenders have approved such expiry date (it being understood that the participations of the Revolving Credit Lenders in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Expiration Date);
(D) the issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer;
(E) the Letter of Credit is to be denominated in a currency other than Dollars or any Revolving Alternative Currency unless otherwise agreed by the applicable L/C Issuer and the Administrative Agent; or
(F) the Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,000date.
(iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 1 contract
Samples: Multicurrency Revolving Credit Agreement (American Tower Corp /Ma/)
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1A)(1) each Dollar L/C Issuer agrees, in reliance upon the agreements of the other Dollar Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the Availability Period for period from the Closing Date until the Letter of Credit Expiration Date applicable to Dollar Letters of Credit issued under the Dollar Revolving Credit Facility, to issue Dollar Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case for the account of the Borrowers Borrower (provided provided, that any Dollar Letter of Credit may be for the benefit of any Subsidiary of the Parent Borrower) and to amend or renew Dollar Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Dollar Letters of Credit and (2) the Dollar Revolving Credit Lenders severally agree to participate in Dollar Letters of Credit issued pursuant to this Section 2.03 and (B)(1) each Alternative Currency L/C Issuer agrees, in reliance upon the agreements of the other Alternative Currency Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date applicable to Alternative Currency Letters of Credit issued under the Alternative Currency Revolving Credit Facility, to issue Alternative Currency Letters of Credit denominated in an Alternative Currency for the account of the Borrower (provided, that any Alternative Currency Letter of Credit may be for the benefit of any Subsidiary of the Borrower) and to amend or renew Alternative Currency Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Alternative Currency Letters of Credit and (2) the Alternative Currency Revolving Credit Lenders severally agree to participate in Alternative Currency Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), and no Lender shall be obligated to participate in any Letter of Credit if immediately after giving effect to as of the date of such L/C Credit Extension, (w) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (x) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (y) the Dollar Revolving Credit Exposure of any Lender would exceed such Lender’s Dollar Revolving Credit Commitment, (y) the Alternative Currency Revolving Credit Exposure of any Lender would exceed such Lender’s Alternative Currency Revolving Credit Commitment or (z) the Outstanding Amount of the Dollar Revolving L/C Obligations would exceed the Dollar Revolving Letter of Credit Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.
(ii) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit (other than the Letters of Credit listed on Schedule 2.03(a)(ii)(B)) would occur more than twelve months after the date of issuance or last renewal, unless the relevant L/C Issuer has Required Lenders have approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the applicable Letter of Credit Expiration Date, unless all the relevant L/C Issuer has Dollar Revolving Credit Lenders have approved such expiry date (it being understood that the participations of the Revolving Credit Lenders in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Expiration Date);date; or
(D) the issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer;
(E) the Letter of Credit is to be denominated in a currency other than Dollars or any Revolving Alternative Currency unless otherwise agreed by the applicable L/C Issuer and the Administrative Agent; or
(F) the Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,000.
(iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 1 contract
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the Availability Period for period from the Closing Date until the Letter of Credit Expiration Date applicable to Letters of Credit issued under the Revolving Credit Facility, to issue Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case for the account of the Borrowers (provided provided, that any Letter of Credit may be for the benefit of any Subsidiary of the Parent BorrowerBorrowers) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b)2.03, and (y) to honor drafts under the Letters of Credit and (2) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), and no Lender shall be obligated to participate in any Letter of Credit if immediately after giving effect to as of the date of such L/C Credit Extension, (w) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (x) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (y) the Revolving Credit Exposure of any Lender would exceed such Lender’s Revolving Commitment, (x) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit CommitmentSublimit, (y) subject to the provisions of Section 4.02, if an L/C Issuer has received written notice that a Default has occurred and is continuing at the time such L/C Issuer must elect to allow such extension, until such time as such L/C Issuer has received a written notice of rescission of such notice from the party or parties originally delivering such notice or a written notice of the waiver of such Default; or (z) if any Lender is a Defaulting Lender unless such L/C Issuer has entered into arrangements satisfactory to it to eliminate such L/C Issuer’s risk with respect to the participation in Letters of Credit of the Defaulting Lender . Within the foregoing limits, and subject to the terms and conditions hereof, (A) the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the 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. It is hereby acknowledged reimbursed and agreed (B) subject to the other provisions of this Section 2.03 and Section 4.02 (and provided that each the term of a Letter of Credit shall not in any event extend beyond the letters Letter of credit described on Schedule 2.03
(a) (Credit Expiration Date), the “Existing Borrowers may, at their option, obtain Letters of Credit”Credit which shall be automatically renewed upon their expiry, for terms of such duration as may be specified in the relevant Letter of Credit Application, until such time as the relevant Borrower(s) shall constitute a “Letter notify the L/C Issuers that the relevant Letters of Credit” for all purposes of this Agreement and shall Credit are to be deemed issued under this Agreement on the Closing Dateterminated.
(ii) An L/C Issuer shall be under no obligation to issue issue, extend or renew any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing issuing, extending or renewing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance issuance, extension or renewal of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit (as extended or renewed, if applicable) would occur more than twelve months one year after the date of issuance or last renewal, unless renewal provided that any Letter of Credit with a one-year term may provide for the relevant L/C Issuer has approved such expiry daterenewal thereof for additional one-year periods (which in no event shall extend beyond the Letter of Credit Expiration Date);
(C) the expiry date of such requested Letter of Credit (as extended or renewed, if applicable) would occur after the applicable Letter of Credit Expiration Date, unless the relevant L/C Issuer has approved such expiry date (it being understood that the participations of all the Revolving Credit Lenders in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Expiration Date);have approved such expiry date; or
(D) the issuance issuance, extension or renewal of such Letter of Credit would violate any Laws binding upon such L/C Issuer;
(E) the Letter of Credit is to be denominated in a currency other than Dollars or any Revolving Alternative Currency unless otherwise agreed by the applicable L/C Issuer and the Administrative Agent; or
(F) the Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,000.
(iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 1 contract
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1) each US L/C Issuer agrees, in reliance upon the agreements of the other US Revolving Credit Lenders under the US Revolving Credit Facility set forth in this Section 2.03, (x) from time to time on any Business Day following the Closing Date during the Availability Period for the Revolving Credit Facility, to issue US Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case for the account of the Borrowers (provided that any US Letter of Credit may be for the benefit account of any Subsidiary of either of the Parent BorrowerBorrowers; provided, further, that each Borrower hereby irrevocably agrees to be bound jointly and severally to reimburse the applicable L/C Issuer for amounts drawn on any US Letter of Credit issued for the account of any Subsidiary) and to amend or renew extend US Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the US Letters of Credit and (2) the US Revolving Credit Lenders under the US Revolving Credit Facility severally agree to participate in US Letters of Credit issued pursuant to this Section 2.03; provided that no US L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any US Letter of Credit, and, except in the case of the following clause (w), Credit and no US Revolving Credit Lender shall be obligated to participate in any US Letter of Credit if immediately after giving effect to such L/C Credit Extension, (w) the Total US Revolving Outstandings would exceed the US Revolving Credit Commitments then in effect, (x) the sum of the aggregate Outstanding Amount of the US Revolving Credit Loans of any US Revolving Credit Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all US L/C Exposure in respect of Letters of Credit issued by such L/C Issuer Obligations would exceed such L/C IssuerLender’s L/C Issuer SublimitUS Revolving Credit Commitment, (xy) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (yz) the Revolving aggregate US L/C Exposure in respect of US Letters of Credit Exposure of any Lender issued by such US L/C Issuer would exceed such LenderUS L/C Issuer’s US Letter of Credit Commitment. US Letters of Credit shall constitute utilization of the US Revolving Credit CommitmentCommitments. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain US Letters of Credit shall be fully revolving, and accordingly the Borrowers may, during the foregoing period, obtain US Letters of Credit to replace US Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a2.03(a)(i) (the “US Existing Letters of Credit”) shall constitute a “US Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.
(ii) Subject to the terms and conditions set forth herein, (1) each Multicurrency L/C Issuer agrees, in reliance upon the agreements of the Multicurrency Revolving Credit Lenders under the Multicurrency Revolving Credit Facility set forth in this Section 2.03, (x) from time to time on any Business Day following the Closing Date during the Availability Period for the Revolving Credit Facility, to issue Multicurrency Letters of Credit for the account of the Borrowers (provided that any Multicurrency Letter of Credit may be for the account of any Subsidiary of either of the Borrowers; provided, further, that each Borrower hereby irrevocably agrees to be bound jointly and severally to reimburse the applicable L/C Issuer for amounts drawn on any Multicurrency Letter of Credit issued for the account of any Subsidiary) and to amend or extend Multicurrency Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Multicurrency Letters of Credit and (2) the Multicurrency Revolving Credit Lenders under the Multicurrency Revolving Credit Facility severally agree to participate in Multicurrency Letters of Credit issued pursuant to this Section 2.03; provided that no Multicurrency L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Multicurrency Letter of Credit and no Multicurrency Revolving Credit Lender shall be obligated to participate in any Multicurrency Letter of Credit if immediately after giving effect to such L/C Credit Extension, (w) the Total Multicurrency Revolving Outstandings would exceed the Multicurrency Revolving Credit Commitments then in effect, (x) the sum of the aggregate Outstanding Amount of the Multicurrency Revolving Credit Loans of any Multicurrency Revolving Credit Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Multicurrency L/C Obligations would exceed such Lender’s Multicurrency Revolving Credit Commitment, (y) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (z) the aggregate Multicurrency L/C Exposure in respect of Multicurrency Letters of Credit issued by such Multicurrency L/C Issuer would exceed such Multicurrency L/C Issuer’s Multicurrency Letter of Credit Commitment. Multicurrency Letters of Credit shall constitute utilization of the Multicurrency Revolving Credit Commitments. Within the foregoing limits, and subject to the terms and conditions hereof, the relevant Borrower’s ability to obtain Multicurrency Letters of Credit shall be fully revolving, and accordingly the relevant Borrower may, during the foregoing period, obtain Multicurrency Letters of Credit to replace Multicurrency Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that and each of the letters of credit described on Schedule 2.03(a)(ii) (the “Multicurrency Existing Letters of Credit”) shall constitute a “Multicurrency Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.
(iii) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewalrenewal or extension, unless the relevant L/C Issuer has approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Facility Expiration Date, unless the relevant L/C Issuer has approved such expiry date (it being understood that the participations of the Revolving Credit Lenders under the Revolving Credit Facility in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Facility Expiration Date);
(D) (w) in the case of US Letters of Credit, if such US Letter of Credit is to be denominated in a currency other than Dollars, (x) in the case of Multicurrency Letters of Credit, if such Multicurrency Letter of Credit is to be denominated in a currency other than an Approved Currency, (y) in the case of Multicurrency Letters of Credit to be issued by SunTrust Bank, if such Multicurrency Letter of Credit is to be denominated in Bahraini Dinar and (z) in the case of Multicurrency Letters of Credit to be issued by Credit Suisse AG, Cayman Islands Branch, if such Multicurrency Letter of Credit is to be denominated in Bahraini Dinar or South African Rand; or
(E) any Revolving Credit Lender of the applicable Class is at such time a Defaulting Lender, nor shall any L/C Issuer be under any obligation to extend or amend existing Letters of Credit, unless such L/C Issuer has entered into arrangements, including reallocation of such Lender’s Applicable Percentage of the applicable outstanding L/C Obligations pursuant to Section 2.16 or the delivery of Cash Collateral, with the applicable Borrower or such Lender to eliminate such L/C Issuer’s actual or potential L/C Exposure (after giving effect to Section 2.16) with respect to such Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential L/C Exposure; or
(F) the issuance of such Letter of Credit would violate any Laws binding upon such L/C IssuerIssuer or one or more policies of such L/C Issuer applicable to letters of credit in general;
(EG) the such Letter of Credit is not a standby letter of credit or, subject to be denominated in a currency other than Dollars or any Revolving Alternative Currency unless otherwise agreed by the applicable ability of such L/C Issuer and the Administrative Agentto issue such a Letter of Credit, a commercial letter of credit; or
(FH) the such Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,00010,000.
(iiiiv) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
(v) The aggregate L/C Commitments of all the L/C Issuers shall be less than or equal to the Letter of Credit Sublimit at all times.
Appears in 1 contract
Samples: Credit Agreement (MARRIOTT VACATIONS WORLDWIDE Corp)
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the Availability Period for period from the Revolving Closing Date until the Letter of Credit FacilityExpiration Date, (x) to issue Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case for the account of the Borrowers Borrower (provided that any Letter of Credit may be for the benefit of any Restricted Subsidiary of the Parent Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Letters of Credit and (2) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer Issuers shall not be obligated to make any L/C Credit Extension Extensions with respect to any Letter Letters of Credit, and, except in the case of the following clause (w), no Lender and Lenders shall not be obligated to participate in any Letter Letters of Credit if immediately after giving effect to such as of the date of the applicable L/C Credit Extension, (w) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (x) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (y) the Revolving Credit Exposure of any Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations with respect to Letters of Credit issued by any L/C Issuer would exceed such L/C Issuer’s Individual Letter of Credit Sublimit (it being understood that any L/C Issuer may elect, in its sole discretion, to make L/C Extensions with respect to Letters of Credit in excess of such L/C Issuer’s Individual Letter of Credit Sublimit) or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.
(ii) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the relevant L/C Issuer has approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the relevant L/C Issuer has approved such expiry date (it being understood that the participations of the Revolving Credit Lenders in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Expiration Date);
(D) the issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer;
(E) the Letter of Credit is to be denominated in a currency other than Dollars or any Revolving Alternative Currency unless otherwise agreed by the applicable L/C Issuer and the Administrative Agent; or
(F) the Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,000.
(iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 1 contract
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1A) each the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.032.10, (x1) from time to time on any Business Day during the Availability Period for period from the Revolving Closing Date until the Letter of Credit FacilityExpiration Date, to issue Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case for the account of the Borrowers (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Parent Borrower) Borrowers, and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (y2) to honor drafts under the Letters of Credit Credit; and (2B) the Revolving Credit Lenders holding L/C Obligation Commitments severally agree to participate in Letters of Credit issued pursuant to this Section 2.03for the account of the Borrowers; provided that no the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), and no Lender shall be obligated to participate in any Letter of Credit if immediately after giving effect to as of the date of such L/C Credit ExtensionExtension and after giving effect thereto, (w) the aggregate L/C Exposure in respect of Letters of Total Revolving Credit issued by such L/C Issuer Outstandings would exceed such L/C Issuer’s L/C Issuer Sublimitthe aggregate amount of the Revolving Credit Commitments, (x) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s applicable Pro Rata Share of the Outstanding Amount of all L/C Exposure Obligations would exceed the Letter of such Lender’s Revolving Credit Sublimit or Loan Commitment, (y) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Lender Lender, plus such Lender’s applicable Pro Rata Share of the Outstanding Amount of all L/C Obligations, would exceed such Lender’s Revolving Credit Commitment, or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the 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. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.
(ii) An The L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such the L/C Issuer from issuing such Letter of Credit, or any Law applicable to such the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such the L/C Issuer shall prohibit, or direct request that such the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for and which such the L/C Issuer is not otherwise compensated hereunder)in good xxxxx xxxxx material to it;
(B) subject to Section 2.03(b)(iii2.10(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the relevant L/C Issuer has approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the relevant L/C Issuer has applicable Lenders have approved such expiry date (it being understood that the participations of the Revolving Credit Lenders in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Expiration Date)date;
(D) the issuance of such Letter of Credit would violate any Laws binding upon such one or more policies of the L/C Issuer;; and
(E) the such Letter of Credit (1) is in an initial amount less than $500,000, or (2) is to be used for a purpose other than general corporate purposes related to the Business, or (3) is to be denominated in a currency other than Dollars or any Revolving Alternative Currency unless otherwise agreed by the applicable L/C Issuer and the Administrative Agent; or
(F) the Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,000Dollars.
(iii) An The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
(iv) Borrowers, Administrative Agent, L/C Issuer and Lenders acknowledge and agree that the rights and obligations of the Lenders under this Section 2.10 shall be limited to Lenders that have, and shall apply solely to, the L/C Obligations Commitments.
Appears in 1 contract
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the Availability Period for period from the Revolving Closing Date until the Letter of Credit FacilityExpiration Date, to issue Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case for the account of the Borrowers (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Parent Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts drawings under the Letters of Credit and (2B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer Issuers shall not be obligated to make any L/C Credit Extension Extensions with respect to any Letter Letters of Credit, and, except in the case of the following clause (w), no Lender and Lenders shall not be obligated to participate in any Letter of Credit if immediately after giving effect to such L/C Credit Extension, (w) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimitif, as of the date of the applicable Letter of Credit, (x) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (yI) the Revolving Credit Exposure of any Lender would exceed such Lender’s Revolving Credit Commitment, (II) the Outstanding Amount of the L/C Obligations would exceed the Aggregate Commitments, (III) the Outstanding Amount of all L/C Obligations would exceed the L/C Sublimit, or (IV) the aggregate Revolving Credit Exposure would exceed the lesser of (1) the Borrowing Base and (2) the Aggregate Commitments. 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 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 Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the 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. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.
(ii) An L/C Issuer shall not issue any Letter of Credit if:
(1) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless otherwise agreed by the L/C Issuer and the Administrative Agent; or
(2) the expiry date of such requested Letter of Credit would occur after the applicable Letter of Credit Expiration Date, unless (1) each Appropriate Lender shall have approved such expiry date or (2) the Outstanding Amount of the L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized.
(iii) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);; or
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the relevant L/C Issuer has approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the relevant L/C Issuer has approved such expiry date (it being understood that the participations of the Revolving Credit Lenders in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Expiration Date);
(D) the issuance of such Letter of Credit would violate any Laws binding upon one or more policies of such L/C Issuer applicable to letters of credit generally; or
(C) except as otherwise agreed by the Administrative Agent and such L/C Issuer;
(E) the , such Letter of Credit is to be denominated in a currency other than Dollars or any Revolving Alternative Currency unless otherwise agreed by the applicable L/C Issuer and the Administrative Agent; or
(F) the Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,000Dollars.
(iiiiv) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
(v) Each L/C Issuer shall act on behalf of the Appropriate Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 1 contract
Samples: Credit Agreement (Biolectron, Inc.)
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders under the Revolving Credit Facility set forth in this Section 2.03, (x) from time to time on any Business Day following the Closing Date during the Availability Period for the Revolving Credit Facility, to issue Letters of Credit denominated in Dollars or any Revolving in one or more Alternative Currency, in each case Currencies for the account of the Borrowers any Borrower (provided that any Letter of Credit may be for the benefit account of any Subsidiary of the Parent Borrower; provided, further that Parent Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of Parent Borrower, and that Parent Borrower’s business derives substantial benefits from the businesses of such Subsidiaries, and Parent Borrower hereby irrevocably agrees to be bound jointly and severally to reimburse the applicable L/C Issuer for amounts drawn on any Letter of Credit issued for the account of any Subsidiary) and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Letters of Credit and (2) the Revolving Credit Lenders under the Revolving Credit Facility severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), Credit and no Revolving Credit Lender shall be obligated to participate in any Letter of Credit if immediately after giving effect to such L/C Credit Extension, (w) the Total Revolving Outstandings would exceed the Revolving Credit Commitments then in effect, (x) the sum of the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, would exceed such Lender’s Revolving Credit Commitment, (y) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (z) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (x) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (y) the Revolving Credit Exposure of any Lender would exceed such Lender’s Revolving Credit Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the 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. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.
(ii) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the relevant L/C Issuer has approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the relevant L/C Issuer has approved such expiry date (it being understood that the participations utilization of the Revolving Credit Lenders in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Expiration Date);
(D) the issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer;
(E) the Letter of Credit is to be denominated in a currency other than Dollars or any Revolving Alternative Currency unless otherwise agreed by the applicable L/C Issuer and the Administrative Agent; or
(F) the Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,000.
(iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.90 #98388029v19
Appears in 1 contract
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the Availability Period for period from the Revolving Closing Date until the Letter of Credit FacilityExpiration Date, to issue Letters of Credit denominated in Dollars or any Revolving in one or more Alternative Currency, in each case Currencies for the account of the Borrowers Borrower (provided that any Letter of Credit may be for the benefit of any Restricted Subsidiary of the Parent Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Letters of Credit and (2) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), and no Lender shall be obligated to participate in any Letter of Credit if immediately if, after giving effect to such L/C Credit Extension, (w) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (x) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (y) the Revolving Credit Exposure of any Lender would exceed such LenderXxxxxx’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations of any L/C Issuer would not exceed such Xxxxxx’s individual “L/C Commitment” as set forth on Schedule 2.01 or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that no L/C Issuer shall be obligated to issue, amend or renew any Letter of Credit if the Outstanding Amount of Letters of Credit issued by such L/C Issuer, when aggregated with the Outstanding Amount of Swing Line Loans made by such L/C Issuer and the Revolving Credit Exposure of such L/C Issuer (other than Revolving Credit Exposure attributable to Letters of Credit and Swing Line Loans issued and made by such L/C Issuer) would exceed the L/C Issuer’s Revolving Credit Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.
(ii) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the relevant L/C Issuer has approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the relevant L/C Issuer has approved such expiry date (it being understood that the participations of the Revolving Credit Lenders in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Expiration Date);
(D) the issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer;
(E) the Letter of Credit is to be denominated in a currency other than Dollars or any Revolving Alternative Currency unless otherwise agreed by the applicable L/C Issuer and the Administrative Agent; or
(F) the Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,000.
(iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 1 contract
Samples: Credit Agreement (Holley Inc.)
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1) each US L/C Issuer agrees, in reliance upon the agreements of the other US Revolving Credit Lenders under the US Revolving Credit Facility set forth in this Section 2.03, (x) from time to time on any Business Day following the Closing Date during the Availability Period for the Revolving Credit Facility, to issue US Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case for the account of the Borrowers US Borrower (provided that any US Letter of Credit may be for the benefit account of any Subsidiary of the Parent US Borrower; provided, further that the US Borrower hereby irrevocably agrees to be bound jointly and severally to reimburse the applicable L/C Issuer for amounts drawn on any US Letter of Credit issued for the account of any Subsidiary) and to amend or renew extend US Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the US Letters of Credit and (2) the US Revolving Credit Lenders under the US Revolving Credit Facility severally agree to participate in US Letters of Credit issued pursuant to this Section 2.03; provided that no US L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any US Letter of Credit, and, except in the case of the following clause (w), Credit and no US Revolving Credit Lender shall be obligated to participate in any US Letter of Credit if immediately after giving effect to such L/C Credit Extension, (w) the Total US Revolving Outstandings would exceed the US Revolving Credit Commitments then in effect, (x) the sum of the aggregate Outstanding Amount of the US Revolving Credit Loans of any US Revolving Credit Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all US L/C Exposure in respect Obligations, plus such Lender’s Applicable Percentage of Letters the Outstanding Amount of Credit issued by such L/C Issuer all Swingline Loans would exceed such L/C IssuerLender’s L/C Issuer SublimitUS Revolving Credit Commitment, (xy) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (yz) the Revolving aggregate US L/C Exposure in respect of US Letters of Credit Exposure of any Lender issued by such US L/C Issuer would exceed such LenderUS L/C Issuer’s US Letter of Credit Commitment. US Letters of Credit shall constitute utilization of the US Revolving Credit CommitmentCommitments. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ US Borrower’s ability to obtain US Letters of Credit shall be fully revolving, and accordingly the Borrowers US Borrower may, during the foregoing period, obtain US Letters of Credit to replace US Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a2.03(a)(i) (the “US Existing Letters of Credit”) shall constitute a “US Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.
(ii) Subject to the terms and conditions set forth herein, (1) each Multicurrency L/C Issuer agrees, in reliance upon the agreements of the Multicurrency Revolving Credit Lenders under the Multicurrency Revolving Credit Facility set forth in this Section 2.03, (x) from time to time on any Business Day following the Closing Date during the Availability Period for the Revolving Credit Facility, to issue Multicurrency Letters of Credit for the account of the US Borrower or the German Revolving Borrower (provided that any Multicurrency Letter of Credit may be for the account of any Subsidiary of the US Borrower or the German Revolving Borrower; provided, further that the US Borrower or the German Revolving Borrower, as applicable, hereby irrevocably agrees to be bound jointly and severally to reimburse the applicable L/C Issuer for amounts drawn on any Multicurrency Letter of Credit issued for the account of any Subsidiary) and to amend or extend Multicurrency Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Multicurrency Letters of Credit and (2) the Multicurrency Revolving Credit Lenders under the Multicurrency Revolving Credit Facility severally agree to participate in Multicurrency Letters of Credit issued pursuant to this Section 2.03; provided that no Multicurrency L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Multicurrency Letter of Credit and no Multicurrency Revolving Credit Lender shall be obligated to participate in any Multicurrency Letter of Credit if immediately after giving effect to such L/C Credit Extension, (w) the Total Multicurrency Revolving Outstandings would exceed the Multicurrency Revolving Credit Commitments then in effect, (x) the sum of the aggregate Outstanding Amount of the Multicurrency Revolving Credit Loans of any Multicurrency Revolving Credit Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Multicurrency L/C Obligations would exceed such Lender’s Multicurrency Revolving Credit Commitment, (y) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (z) the aggregate Multicurrency L/C Exposure in respect of Multicurrency Letters of Credit issued by such Multicurrency L/C Issuer would exceed such Multicurrency L/C Issuer’s Multicurrency Letter of Credit Commitment. Multicurrency Letters of Credit shall constitute utilization of the Multicurrency Revolving Credit Commitments. Within the foregoing limits, and subject to the terms and conditions hereof, the relevant Borrower’s ability to obtain Multicurrency Letters of Credit shall be fully revolving, and accordingly the relevant Borrower may, during the foregoing period, obtain Multicurrency Letters of Credit to replace Multicurrency Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that and each of the letters of credit described on Schedule 2.03(a)(ii) (the “Multicurrency Existing Letters of Credit”) shall constitute a “Multicurrency Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.
(iii) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the relevant L/C Issuer has approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Facility Expiration Date, unless the relevant L/C Issuer has approved such expiry date (it being understood that the participations of the Revolving Credit Lenders under the Revolving Credit Facility in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Facility Expiration Date);
(D) (x) in the case of US Letters of Credit, if such US Letter of Credit is to be denominated in a currency other than Dollars, and (y) in the case of Multicurrency Letters of Credit, if such Multicurrency Letter of Credit is to be denominated in a currency other than an Approved Currency; or
(E) any Revolving Lender of the applicable Class is at such time a Defaulting Lender, nor shall any L/C Issuer be under any obligation to extend or amend existing Letters of Credit, unless such L/C Issuer has entered into arrangements, including reallocation of such Lender’s Applicable Percentage of the applicable outstanding L/C Obligations pursuant to Section 2.16 or the delivery of Cash Collateral, with the US Borrower or such Lender to eliminate such L/C Issuer’s actual or potential L/C Exposure (after giving effect to Section 2.16) with respect to such Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential L/C Exposure; or
(F) the issuance of such Letter of Credit would violate any Laws binding upon such L/C IssuerIssuer or one or more policies of such L/C Issuer applicable to letters of credit in general;
(EG) the such Letter of Credit is not a standby letter of credit or, subject to be denominated in a currency other than Dollars or any Revolving Alternative Currency unless otherwise agreed by the applicable ability of such L/C Issuer and the Administrative Agentto issue such a Letter of Credit, a commercial letter of credit; or
(FH) the such Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,00010,000.
(iiiiv) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
(v) The aggregate L/C Commitments of all the L/C Issuers shall be less than or equal to the Letter of Credit Sublimit at all times.
Appears in 1 contract
Samples: Credit Agreement (W R Grace & Co)
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the Availability Period for period from the Revolving Closing Date until the Letter of Credit FacilityFinal Issuance Date, to issue Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case for the account of the Borrowers (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Parent Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Letters of Credit and (2) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), and no Lender shall be obligated to participate in any Letter of Credit if immediately after giving effect to such L/C Credit Extension, (w) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (x) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (y) the Revolving Credit Exposure Expo-sure of any Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit, or (z) the aggregate Revolving Credit Outstandings would exceed the Maximum Credit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the 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. It is hereby acknowledged and agreed that each of the letters of credit described on in Schedule 2.03
(a2.03(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.
(ii) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (i) the Required Revolving Credit Lenders and (ii) the relevant L/C Issuer has have approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Final Issuance Date, (i) unless all the Revolving Credit Lenders and the relevant L/C Issuer has have approved such expiry date or (it being understood that ii) except to the participations of extent cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the Revolving Credit Lenders in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Expiration Date)relevant L/C Issuer;
(D) the issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer;
(E) the Letter of Credit is to be denominated in a currency other than Dollars or any Revolving Alternative Currency Dollars, unless otherwise agreed by the applicable L/C Issuer and the Administrative Agent; or;
(F) the Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,000; or
(G) any Lender is at that time a Defaulting Lender, unless (1) after giving effect to the requested issuance, there would exist no Fronting Exposure or (2) the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the applicable Issuer with the Borrower or such Lender to eliminate such 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 any other L/C Obligations as to which such Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion.
(iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 1 contract
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1A)(1) each Revolving L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the Availability Period for period from the Closing Date until the Revolving Letter of Credit FacilityExpiration Date, (x) to issue Revolving Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case for the account of the Borrowers Borrower (provided provided, that any Revolving Letter of Credit may be for the benefit of any Restricted Subsidiary of the Parent Borrower) and to amend or renew Revolving Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Revolving Letters of Credit and (2) the Revolving Credit Lenders severally agree to participate in Revolving Letters of Credit issued pursuant to this Section 2.03 and (B)(1) each Synthetic L/C Issuer agrees, in reliance upon the agreements of the other Synthetic L/C Lenders set forth in this Section 2.03, from time to time on any Business Day during the period from the Closing Date until the Synthetic Letter of Credit Expiration Date, (x) to issue Synthetic Letters of Credit for the account of the Borrower (provided, that any Synthetic Letter of Credit may be for the benefit of any Restricted Subsidiary of the Borrower) and to amend or renew Synthetic Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Synthetic Letters of Credit and (2) the Synthetic L/C Lenders severally agree to participate in Synthetic Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer Issuers shall not be obligated to make any L/C Credit Extension Extensions with respect to any Letter Letters of Credit, and, except in the case of the following clause (w), no Lender and Lenders shall not be obligated to participate in any Letter Letters of Credit if immediately after giving effect to such as of the date of the applicable L/C Credit Extension, (wI) in the aggregate L/C Exposure in respect case of Revolving Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer SublimitCredit, (x) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (y) the Revolving Credit Exposure of any Lender would exceed such Lender’s Revolving Credit Commitment or (y) the Outstanding Amount of the Revolving L/C Obligations would exceed the Revolving Letter of Credit Sublimit and (II) in the case of the Synthetic Letters of Credit, (x) the Synthetic L/C Exposure of any Lender would exceed such Lender’s Synthetic L/C Commitment, or (y) the Synthetic L/C Exposure of any Lender would exceed the sum of such Lender’s Credit-Linked Deposit and its Pro Rata Share of the outstanding Synthetic L/C Loans. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It If the Borrower shall fail to specify whether any requested Letter of Credit is hereby acknowledged and agreed that each to be a Revolving Letter of the letters of credit described on Schedule 2.03
(a) (the “Existing Letters of Credit”) shall constitute Credit or a “Synthetic Letter of Credit” for all purposes , then the requested Letter of this Agreement and Credit shall be deemed to be a Synthetic Letter of Credit unless the issuance thereof would not be permitted by the foregoing provisions of this paragraph, in which case it shall be deemed to be a Revolving Letter of Credit. Notwithstanding any such specification or deemed specification, the Borrower may request in writing that a Letter of Credit issued under the Revolving Credit Facility or the Synthetic L/C Facility be deemed to be issued under the other Facility (and such redesignation shall become effective five Business Days after the date of receipt by the Administrative Agent and the relevant L/C Issuers of such written request which shall be a Business Day) provided that at the time of the Administrative Agent’s receipt of such request the issuance of such a Letter of Credit would be permitted under such Facility by the foregoing provisions of this Agreement on the Closing Dateparagraph.
(ii) (A) An L/C Issuer shall be under no obligation to not issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B1) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless otherwise agreed by the relevant L/C Issuer has approved such expiry date;and the Administrative Agent; or
(C2) the expiry date of such requested Letter of Credit would occur after the applicable Letter of Credit Expiration Date, unless (1) all the relevant Revolving Credit Lenders or all the Synthetic L/C Issuer has Lenders, as applicable, have approved such expiry date or (it being understood that 2) the participations Outstanding Amount of the Revolving Credit Lenders L/C Obligations in any undrawn respect of such requested Letter of Credit shall in any event terminate on the Letter of Credit Expiration Date);
(D) the issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer;
(E) the Letter of Credit is to be denominated in a currency other than Dollars or any Revolving Alternative Currency unless otherwise agreed by the applicable L/C Issuer and the Administrative Agent; or
(F) the Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,000has been Cash Collateralized.
(iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 1 contract
The Letter of Credit Commitments. (i) On and after the Original Closing Date, the Existing Letters of Credit will constitute Letters of Credit under this Agreement and for purposes hereof will be deemed to have been issued on the Original Closing Date or the Worldspan Closing Date, as applicable.
(ii) Subject to the terms and conditions set forth herein, (1A)(1) each Dollar Revolving L/C Issuer agrees, in reliance upon the agreements of the other Dollar Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the Availability Period for period from the Original Closing Date until the Letter of Credit Expiration Date applicable to Dollar Revolving Credit FacilityLetters of Credit, to issue Dollar Revolving Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case for the account of the Borrowers Borrower (provided that any Dollar Revolving Letter of Credit may be for the benefit of any Subsidiary of the Parent Borrower) and to amend or renew Dollar Revolving Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Dollar Revolving Letters of Credit and (2) the Dollar Revolving Credit Lenders severally agree to participate in Dollar Revolving Letters of Credit issued pursuant to this Section 2.03, (B)(1) each Alternative Currency Revolving L/C Issuer agrees, in reliance upon the agreements of the other Alternative Currency Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the period from the Original Closing Date until the Letter of Credit Expiration Date applicable to Alternative Currency Revolving Letters of Credit, to issue Alternative Currency Revolving Letters of Credit denominated in an Alternative Currency for the account of the Borrower (provided that any Alternative Currency Revolving Letter of Credit may be for the benefit of any Subsidiary of the Borrower) and to amend or renew Alternative Currency Revolving Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Alternative Currency Revolving Letters of Credit and (2) the Alternative Currency Revolving Credit Lenders severally agree to participate in Alternative Currency Revolving Letters of Credit issued pursuant to this Section 2.03 and (C)(1) the Synthetic L/C Issuer agrees, in reliance upon the agreements of the Synthetic L/C Lenders and the Borrower set forth in this Section 2.03, (x) from time to time on any Business Day during the period from the First Amendment and Restatement Effective Date until the Letter of Credit Expiration Date applicable to Letters of Credit issued under the Synthetic L/C Facilities, to issue Synthetic L/C Letters of Credit for the account of the Borrower (provided that any Synthetic L/C Letter of Credit may be for the benefit of any Subsidiary) and to amend or renew Synthetic L/C Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Synthetic L/C Letters of Credit and (2) the Synthetic L/C Lenders severally agree to participate in Synthetic L/C Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), and no Lender shall be obligated to participate in any Letter of Credit Credit, if immediately after giving effect to as of the date of such L/C Credit Extension, Extension (wI) in the aggregate L/C Exposure in respect case of the Revolving Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer SublimitCredit, (x) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (y) the Dollar Revolving Credit Exposure of any Lender would exceed such Lender’s Dollar Revolving Credit Commitment, (y) the Alternative Currency Revolving Credit Exposure of any Lender would exceed such Lender’s Alternative Currency Revolving Credit Commitment or (z) the Outstanding Amount of the Dollar Revolving L/C Obligations would exceed the Dollar Revolving Letter of Credit Sublimit or (II) in the case of the Synthetic L/C Letters of Credit, (x) the Synthetic L/C Obligations would exceed the sum of the aggregate amount of the Credit-Linked Deposits and the Tranche S Collateral Account Amount and (y) in the case of any Synthetic L/C Letter of Credit with an expiry date extending beyond the day that is five (5) Business Days prior to the scheduled Maturity Date then in effect for any Synthetic L/C Facility (or, if such day is not a Business Day, the next preceding Business Day) (such day, the “Synthetic L/C Exposure Readjustment Date”), the aggregate face amount (determined as the maximum amount thereof (after giving effect to any prior permanent reductions thereof)) of the Synthetic L/C Letters of Credit expiring after such Synthetic L/C Exposure Readjustment Date would exceed the Aggregate Synthetic L/C Commitments that are scheduled to remain in effect after such scheduled Maturity Date. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It If the Borrower shall fail to specify whether any requested Letter of Credit denominated in Dollars is hereby acknowledged and agreed that each to be a Revolving Letter of the letters of credit described on Schedule 2.03
(a) (the “Existing Letters of Credit”) shall constitute Credit or a “Synthetic L/C Letter of Credit” for all purposes , then the requested Letter of this Agreement and Credit shall be deemed to be a Synthetic L/C Letter of Credit unless the issuance thereof would not be permitted by the foregoing provisions of this paragraph, in which case it shall be deemed to be a Revolving Letter of Credit. Notwithstanding any such specification or deemed specification, the Borrower may request in writing that a Letter of Credit issued under this Agreement any Facility be deemed to be issued under any other Facility (and such redesignation shall become effective on the Closing Datedate of receipt by the Administrative Agent of such written request, which shall be a Business Day) so long as at the time of the Administrative Agent’s receipt of such request, the issuance of such a Letter of Credit would be permitted under such Facility by the foregoing provisions of this paragraph. All Synthetic L/C Letters of Credit will be denominated in Dollars.
(iiiii) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Original Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Original Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit (other than the Letters of Credit listed on Schedule 2.03(a)(iii)(B)) would occur more than twelve months after the date of issuance or last renewal, unless the relevant L/C Issuer has Required Lenders have approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the applicable Letter of Credit Expiration Date, unless all the relevant L/C Issuer has Lenders of the applicable Class or Classes shall have approved such expiry date (it being understood that the participations of the Revolving Credit Lenders in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Expiration Date);date; or
(D) the issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer;
(E) the Letter of Credit is to be denominated in a currency other than Dollars or any Revolving Alternative Currency unless otherwise agreed by the applicable L/C Issuer and the Administrative Agent; or
(F) the Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,000.
(iiiiv) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 1 contract
Samples: Credit Agreement (Travelport LTD)
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1) each hereof and of any additional Letter of Credit Documents reasonably required by the L/C Issuer agrees, in reliance and relying upon the representations and warranties herein set forth (A) based upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.032.4, the L/C Issuer agrees (x1) from time to time on any Business Day during the Availability Period for the Revolving Credit Facility, to issue Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case for the account of the Borrowers (provided that any Letter of Credit may be for the benefit of any Subsidiary joint account of the Parent BorrowerBorrowers) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b2.4(b), and (y2) to honor conforming drafts under the Letters of Credit and (2B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.032.4; provided that no the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), and no Lender shall be obligated to participate in any such Letter of Credit if immediately after giving effect to such L/C Credit Extension, (w) the aggregate L/C Exposure in respect of Letters of Credit issued by such Obligations would exceed the L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (x) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (y) the Revolving Credit Exposure of any Lender would exceed such Lender’s Commitments, or (y) the Total Revolving Credit Commitment. Within Outstandings would exceed the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the 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. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Dateaggregate Commitments.
(ii) An The L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and ), (C)) or (D) below, shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such the L/C Issuer from issuing such Letter of Credit, or any Law law applicable to such the L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such the L/C Issuer shall prohibit, or direct that such the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Agreement Date, or shall impose upon such the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Agreement Date (for which such the L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii2.4(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the relevant L/C Issuer has approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the relevant L/C Issuer has approved such expiry date (it being understood that the participations of the Revolving Credit Lenders in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Expiration Date);
(D) the proceeds of which would be made available to any Person (i) to fund any activity or business of or with any Sanctioned Person, or in any Sanctioned Country or (ii) in any manner that would result in a violation of any Sanctions by any party to this Credit Agreement;
(E) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit or any Laws laws binding upon such the L/C Issuer;
(EF) the Letter of Credit is to be denominated in a currency other than Dollars or Dollars; or
(G) any Revolving Alternative Currency Lender is at that time a Defaulting Lender, unless otherwise agreed by the applicable L/C Issuer and has entered into arrangements, including the Administrative Agent; or
delivery of Cash Collateral, satisfactory to the L/C Issuer (Fin its sole discretion) with the Borrowers or such Defaulting Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.10(a)(iv)) with respect to such Defaulting Lender arising from either the Letter of Credit is then proposed to be issued or such 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 an initial amount less than the Dollar Equivalent of $100,000its sole discretion.
(iii) An The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 1 contract
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the Availability Period for the Tranche 1 Revolving Credit Facility, (in the case such L/C Issuer is a Tranche 1 Revolving Credit Lender) or the Availability Period for the Tranche 2 Revolving Credit Facility (in the case such L/C Issuer is a Tranche 2 Revolving Credit Lender), to issue Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case for the account of the Borrowers Borrower (provided that any Letter of Credit may be for the benefit of any Restricted Subsidiary of the Parent BorrowerBorrower so long as (x) the Borrower is a joint and several co-applicant and co-obligor in respect of such Letter of Credit and (y) such L/C Issuer has completed its customary “know your client” procedures with respect to such Restricted Subsidiary; provided that each notice requesting the issuance of such Letter of Credit and each letter of credit application in respect thereof shall be deemed by a representation and warranty by the Borrower that such Subsidiary is a Restricted Subsidiary) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Letters of Credit and (2) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), no Lender shall be obligated to participate in any Letter of Credit if immediately after giving effect to such L/C Credit Extension, (w) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (x) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (y) the Revolving Credit Exposure of any Lender would exceed such LenderXxxxxx’s Revolving Credit Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of On the letters of credit described on Schedule 2.03
(a) (the “Existing Conversion Date, any Letters of Credit”Credit that were issued under (and as defined in) shall constitute a “Letter of Credit” for all purposes of this the DIP Revolving Credit Agreement prior to the Conversion Date and then outstanding shall be deemed issued under the Revolving Credit Facility hereunder for the account of the Borrower or any applicable Restricted Subsidiary for all purposes under this Agreement on without need for any further action by the Closing DateBorrower or any other Person, and shall be governed by the terms and conditions of this Agreement.
(ii) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the relevant L/C Issuer has approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the relevant L/C Issuer has approved such expiry date (it being understood that the participations of the Revolving Credit Lenders in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Expiration Date);
(D) the issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer;
(E) the Letter of Credit is to be denominated in a currency other than Dollars or any Revolving Alternative Currency unless otherwise agreed by the applicable L/C Issuer and the Administrative Revolver Agent; or;
(F) the Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,000;
(G) the face amount of such Letter of Credit (together with all other Letters of Credit issued by such L/C Issuer and outstanding at such time) shall exceed the L/C Issuer Sublimit applicable to such L/C Issuer; or
(H) (i) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank now or hereafter applicable to letters of credit generally or (ii) such Letter of Credit is not a standby letter of credit.
(iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 1 contract
Samples: Credit Agreement (Frontier Communications Parent, Inc.)
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the Availability Period for period from the Restatement Effective Date until the Letter of Credit Expiration Date applicable to Letters of Credit issued under the Revolving Credit Facility, to issue Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case for the account of the Borrowers Borrower (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Parent Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Letters of Credit and (2) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), and no Lender shall be obligated to participate in any Letter of Credit if immediately after giving effect to such L/C Credit Extension, (wx) the aggregate Revolving Credit Exposure of any Lender would exceed such Lender’s Revolving Credit Commitment or (y, (y) the Outstanding Amount of the L/C Exposure Obligations in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, Commitment or (xz) the aggregate Outstanding Amount of the L/C Exposure Obligations would exceed the Letter of Credit Sublimit or (y) Sublimit; provided, further, notwithstanding the Revolving Credit Exposure foregoing, MSSF each of any Lender would exceed such Lender’s Revolving Credit CommitmentJPMorgan Chase Bank, N.A. Royal Bank of Canada and Bank of America, N.A. shall issue standby letters of credit only. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and agreed that each of from and after the letters of credit described on Schedule 2.03
(a) (Restatement Effective Date shall be subject to and governed by the “terms and conditions hereof, and with respect to such Existing Letters of Credit”) shall constitute a “Letter , Bank of Credit” for all purposes of this Agreement and America, N.A. shall be deemed issued under this Agreement on to be the Closing DateL/C Issuer.
(ii) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Restatement Effective Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Restatement Effective Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit (other than the Letters of Credit listed on Schedule 2.03(a)(ii)(B)) would occur more than twelve months after the date of issuance or last renewal, unless the relevant L/C Issuer has Required Lenders have approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the applicable Letter of Credit Expiration Date, unless all the relevant L/C Issuer has applicable Revolving Credit Lenders have approved such expiry date (it being understood that the participations of the Revolving Credit Lenders in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Expiration Date);date; or
(D) the issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer;
(E) the Letter of Credit is to be denominated in a currency other than Dollars or any Revolving Alternative Currency unless otherwise agreed by the applicable L/C Issuer and the Administrative Agent; or
(F) the Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,000.
(iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
(iv) The Borrower may, at any time and from time to time, reduce the L/C Commitment of any L/C Issuer with the consent of such L/C Issuer (and after notice to the Administrative Agent); provided that the Borrower shall not reduce the L/C Commitment of any L/C Issuer if, after giving effect to such reduction, the conditions set forth in clause (i) above would not be satisfied.
Appears in 1 contract
Samples: Credit Agreement (Catalent, Inc.)
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the Availability Period for period from the Revolving Closing Date until the Letter of Credit FacilityExpiration Date, to issue Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case for the account of the Borrowers Parent Borrower (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Parent Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts drawings under the Letters of Credit and (2B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer Issuers shall not be obligated to make any L/C Credit Extension Extensions with respect to any Letter Letters of Credit, and, except in the case of the following clause (w), no Lender and Lenders shall not be obligated to participate in any Letter of Credit if immediately after giving effect to such L/C Credit Extension, (w) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimitif, as of the date of the applicable Letter of Credit, (x) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (y) the Revolving Credit Exposure of any Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the all L/C Obligations would exceed the aggregate amount of the Revolving Credit Commitments or (z) the Outstanding Amount of all L/C Obligations would exceed the L/C 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 Borrowers’ Parent Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers Parent Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.
(ii) An L/C Issuer shall not issue any Letter of Credit if:
(A) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless otherwise agreed by the L/C Issuer and the Administrative Agent; or
(B) the expiry date of such requested Letter of Credit would occur after the applicable Letter of Credit Expiration Date, unless (1) each Appropriate Lender shall have approved such expiry date or (2) the Outstanding Amount of the L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized.
(iii) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the relevant L/C Issuer has approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the relevant L/C Issuer has approved such expiry date (it being understood that the participations of the Revolving Credit Lenders in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Expiration Date);
(D) the issuance of such Letter of Credit would violate any Laws binding upon one or more policies of such L/C Issuer applicable to letters of credit generally; or
(C) except as otherwise agreed by the Administrative Agent and such L/C Issuer;
(E) the , such Letter of Credit is to be denominated in a currency other than Dollars or any Revolving Alternative Currency unless otherwise agreed by the applicable L/C Issuer and the Administrative Agent; or
(F) the Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,000Dollars.
(iiiiv) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
(v) Each L/C Issuer shall act on behalf of the Appropriate Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article 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 Article 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 (Axcan Intermediate Holdings Inc.)
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the Availability Period for period from the Revolving Acquisition Closing Date until the Letter of Credit FacilityExpiration Date, to issue Letters of Credit denominated in Dollars or any Revolving in one or more Alternative Currency, in each case L/C Currencies for the account of the Borrowers (provided that any Letter of Credit may be for the benefit of any Restricted Subsidiary of the Parent Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Letters of Credit and (2) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), and no Lender shall be obligated to participate in any Letter of Credit if immediately after giving effect to such L/C Credit Extension, if (wx) the aggregate Revolving Credit Exposure of any Lender would exceed such Lxxxxx’s Revolving Credit Commitment, or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that each L/C Issuer shall have a Commitment herein proportionate to its Revolving Credit Commitment and no L/C Issuer shall be obligated to issue, amend or renew any Letter of Credit if (I) the Outstanding Amount of Letters of Credit issued by such L/C Issuer, when aggregated with the Outstanding Amount of Swing Line Loans made by such L/C Issuer and the Revolving Credit Exposure in respect of such L/C Issuer (other than Revolving Credit Exposure attributable to Letters of Credit and Swing Line Loans issued and made by such L/C Issuer) would exceed the L/C Issuer’s Revolving Credit Commitment or (II) the Outstanding Amount of Letters of Credit issued by such L/C Issuer would exceed such its L/C Issuer’s L/C Issuer Sublimit, (x) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (y) the Revolving Credit Exposure of any Lender would exceed such Lender’s Revolving Credit Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the 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. It is hereby acknowledged and agreed that each of the letters of credit described on in Schedule 2.03
(a2.03(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and Agreement. Notwithstanding anything to the contrary contained in this Agreement, no L/C Issuer shall be deemed issued under this Agreement on the Closing Daterequired to issue commercial or trade Letters of Credit without its consent.
(ii) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Acquisition Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Acquisition Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (i) the Required Revolving Credit Lenders and (ii) the relevant L/C Issuer has have approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (i) all the Revolving Credit Lenders and (ii) the relevant L/C Issuer has have approved such expiry date (it being understood that date, except to the participations of the Revolving Credit Lenders in any undrawn extent such Letter of Credit shall is Cash Collateralized in any event terminate on accordance with Section 2.03(f) or otherwise backstopped pursuant to arrangement reasonably satisfactory to the Letter of Credit Expiration Date)relevant L/C Issuer;
(D) the issuance of such Letter of Credit would violate any Laws binding upon such L/C IssuerIssuer or one or more policies of the L/C Issuer applicable to letters of credit generally;
(E) the Letter of Credit is to be denominated in a currency other than Dollars or any Revolving an Alternative Currency L/C Currency, unless otherwise agreed by the applicable L/C Issuer and the Administrative Agent;
(F) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; or
(FG) any Lender is at that time a Defaulting Lender, unless after giving effect to the Letter requested issuance the requirements of Credit is in an initial amount less than the Dollar Equivalent of $100,000Section 2.16(e) have been satisfied.
(iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Subject to the terms and conditions hereof, each Letter of Credit (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement on the Acquisition Closing Date shall remain outstanding under this Agreement as a Letter of Credit.
Appears in 1 contract
The Letter of Credit Commitments. (ia) Subject to the terms and conditions set forth herein, (1i) each L/C Issuer Issuing Bank agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (xA) from time to time on any Business Day during the Availability Period for period from the Revolving Credit FacilityClosing Date until the L/C Expiration Date, to issue Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case Available Currency for the account of Holdings, the Borrowers Borrower or any other Restricted Subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder) (provided that any such Letter of Credit may be for the benefit of Holdings or any Subsidiary of the Parent Borrowerits Subsidiaries) and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b2.03(2), and (yB) to honor drafts drawings under the Letters of Credit and (2ii) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer Issuing Bank shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), and no Lender shall be obligated to participate in any Letter of Credit if immediately after giving effect to as of the date of such L/C Credit Extension, (w) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (x) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (y) the Revolving Credit Exposure of any Revolving Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the L/C Sublimit or (z) the Outstanding Amount of the L/C Obligations issued by such Issuing Bank would exceed its L/C Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.
(iib) An L/C Issuer Issuing Bank shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(Ai) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer Issuing Bank from issuing such Letter of Credit, or any Law applicable to such L/C Issuer Issuing Bank or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer Issuing Bank shall prohibit, or direct that such L/C Issuer Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer Issuing Bank is not otherwise compensated hereunder);
(Bii) subject to Section 2.03(b)(iii2.03(2)(c), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, extension or less than five days prior to the Maturity Date of the Revolving Facility unless the relevant Outstanding Amount of L/C Issuer has approved Obligations in respect of such expiry dateLetter of Credit shall be Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank;
(Ciii) the expiry date of such requested Letter of Credit would occur after the Letter of Credit L/C Expiration Date, unless (A) each Appropriate Lender has approved of such expiration date or (B) the relevant Outstanding Amount of L/C Issuer has approved Obligations in respect of such expiry date (it being understood that the participations of the Revolving Credit Lenders in any undrawn requested Letter of Credit shall in any event terminate on has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the Letter of Credit Expiration Date)applicable Issuing Bank;
(Div) the issuance of such Letter of Credit would violate any Laws binding upon policies of such L/C Issuer;Issuing Bank applicable to letters of credit generally; provided that no Issuing Bank shall be required to issue commercial letters of credit; or
(Ev) any Revolving Lender is at that time a Defaulting Lender, unless such Issuing Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.17(1)(d)) with respect to the Defaulting Lender arising from either the Letter of Credit is then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion.
(c) The Administrative Agent shall determine the Dollar Equivalent of each Letter of Credit denominated in a currency other than Dollars or any Revolving an Alternative Currency unless otherwise agreed on each Calculation Date, and shall promptly notify the Borrower and the Issuing Banks of each Dollar Equivalent so determined by it. If after giving effect to any such determination of a Dollar Equivalent, the Outstanding Amount of all Letters of Credit exceeds the L/C Sublimit then in effect by 5.0% or more, the Borrower shall, within five Business Days of receipt of notice thereof from the Administrative Agent setting forth such calculation in reasonable detail, Cash Collateralize the applicable L/C Issuer and Obligations to the Administrative Agent; or
(F) the Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,000extent necessary to eliminate any such excess.
(iiid) An L/C Issuer Issuing Bank shall be under no obligation to amend any Letter of Credit if (Ai) such L/C Issuer Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, hereof or (Bii) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 1 contract
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the Availability Period for the Revolving Credit Facility, to issue Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case for the account of the Borrowers Borrower (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Parent Borrower) and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Letters of Credit and (2) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), no Lender shall be obligated to participate in any Letter of Credit if immediately after giving effect to such L/C Credit Extension, (w) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (x) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (y) the Revolving Credit Exposure of any Lender would exceed such Lender’s Revolving Credit Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03#94164975v6 Exhibit 10.14 -187- #94164975v6 Exhibit 10.14
(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.
(ii) i. An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) i. any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) ii. subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the relevant L/C Issuer has approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the relevant L/C Issuer has approved such expiry date (it being understood that the participations of the Revolving Credit Lenders in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Expiration Date);
(D) the issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer;
(E) the Letter of Credit is to be denominated in a currency other than Dollars or any Revolving Alternative Currency unless otherwise agreed by the applicable L/C Issuer and the Administrative Agent; or
(F) the Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,000.
(iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 1 contract
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (11)(A) each U.S. L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders under the U.S. Subfacility set forth in this Section 2.03, (x) from time to time on any Business Day during the Availability Period for period from the Revolving Closing Date until the Letter of Credit FacilityExpiration Date, to issue U.S. Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case for the account of the U.S. Borrowers (provided that any U.S. Letter of Credit may be for the benefit of any Subsidiary of the Parent Borrower) and to amend or renew U.S. Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts drawings under the U.S. Letters of Credit and (2B) the Revolving Credit Lenders under the U.S. Subfacility severally agree to participate in U.S. Letters of Credit issued pursuant to this Section 2.03; provided that no U.S. L/C Issuer Issuers shall not be obligated to make any U.S. L/C Credit Extension Extensions with respect to any Letter U.S. Letters of Credit, and, except in the case of the following clause (w), no Lender and Lenders shall not be obligated to participate in U.S. Letters of Credit if, as of the date of the applicable U.S. Letter of Credit, (I) the U.S. Revolving Credit Exposure of any Lender would exceed such Lender’s U.S. Revolving Credit Commitment, (II) the Outstanding Amount of the U.S. L/C Obligations would exceed the aggregate commitments under the U.S. Subfacility, (III) the Outstanding Amount of all U.S. L/C Obligations would exceed the U.S. L/C Sublimit, or (IV) the aggregate U.S. Revolving Credit Exposure would exceed the lesser of (1) the U.S. Borrowing Base and (2) the aggregate commitments under the U.S. Subfacility, (2)(A) each Dutch L/C Issuer agrees, in reliance upon the agreements of the other Lenders under the Dutch Subfacility set forth in this Section 2.03, (x) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Dutch Letters of Credit for the account of the Dutch Borrowers (provided that any Letter of Credit if immediately after giving effect may be for the benefit of any Subsidiary of the Dutch Parent Borrower) and to such amend or renew Dutch Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drawings under the Dutch Letters of Credit and (B) the Lenders under the Dutch Subfacility severally agree to participate in Dutch Letters of Credit issued pursuant to this Section 2.03; provided that Dutch L/C Issuers shall not be obligated to make Dutch L/C Credit ExtensionExtensions with respect to Dutch Letters of Credit, and Lenders shall not be obligated to participate in Dutch Letters of Credit if, as of the date of the applicable Dutch Letter of Credit, (wI) the Dutch Revolving Credit Exposure of any Lender would exceed such Lender’s Dutch Revolving Credit Commitment, (II) the Outstanding Amount of the Dutch L/C Obligations would exceed the aggregate commitments under the Dutch Subfacility, (III) the Outstanding Amount of all Dutch L/C Obligations would exceed the Dutch L/C Sublimit, or (IV) the aggregate L/C Exposure in respect of Letters of Dutch Revolving Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (x) the aggregate L/C Exposure would exceed the lesser of (1) the Dutch Borrowing Base and (2) the aggregate commitments under the Dutch Subfacility; provided further that L/C Issuers shall not be obligated to make L/C Credit Extensions with respect to Letters of Credit, and Lenders shall not be obligated to participate in Letters of Credit if, as of the date of the applicable Letter of Credit Sublimit or Credit, (yI) the Revolving Credit Exposure of any Lender would exceed such Lender’s Revolving Credit Commitment, (II) the Outstanding Amount of the L/C Obligations would exceed the Aggregate Commitments, (III) the Outstanding Amount of all L/C Obligations would exceed the L/C Sublimit, or (IV) the aggregate Revolving Credit Exposure would exceed the lesser of (1) the Borrowing Base and (2) the Aggregate Commitments. Each request by a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the 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 Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the 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. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.
(ii) An L/C Issuer shall not issue any Letter of Credit if:
(1) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless otherwise agreed by the L/C Issuer and the Administrative Agent; or
(2) the expiry date of such requested Letter of Credit would occur after the applicable Letter of Credit Expiration Date, unless (1) each Appropriate Lender shall have approved such expiry date or (2) the Outstanding Amount of the L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized.
(iii) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the relevant L/C Issuer has approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the relevant L/C Issuer has approved such expiry date (it being understood that the participations of the Revolving Credit Lenders in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Expiration Date);
(D) the issuance of such Letter of Credit would violate any Laws binding upon one or more policies of such L/C Issuer applicable to letters of credit generally;
(C) except as otherwise agreed by the Administrative Agent and such L/C Issuer;
(E) the , such Letter of Credit is to be denominated in a currency other than Dollars (with regard to a U.S. L/C Borrowing) or Euros (with regard to a Dutch L/C Borrowing); or
(D) any Revolving Alternative Currency unless otherwise agreed by Lender under the applicable Revolving Credit Facility is a Defaulting Lender at such time, unless such L/C Issuer has entered into arrangements reasonably satisfactory to it and the Administrative Agent; or
(F) Borrower to eliminate such L/C Issuer’s risk with respect to the Letter participation in Letters of Credit is in an initial amount less than by such Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Dollar Equivalent of $100,000L/C Obligations.
(iiiiv) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
(v) Each L/C Issuer shall act on behalf of the Appropriate Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 1 contract
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1A) each U.S. L/C Issuer agrees, in reliance upon the agreements of the other U.S. Revolving Credit Lenders set forth in this Section 2.03, (x1) from time to time on any Business Day during from the Availability Period for Closing Date until the Revolving Credit FacilityL/C Expiration Date, to issue U.S. Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case for the account of the Borrowers (provided that any Letter of Credit may be for the benefit of Borrower or any Subsidiary of the Parent BorrowerBorrower (provided that the Borrower hereby irrevocably agrees to be bound jointly and severally to reimburse the applicable L/C Issuer for amounts drawn on any U.S. Letter of Credit issued for the account of any Subsidiary) and to amend amend, renew or renew extend U.S. Letters of Credit previously issued by it, in accordance with Section 2.03(b)paragraph (b) of this Section, and (y) to honor drafts under the Letters of Credit and (2) to honor drawings under the U.S. Letters of Credit; and (B) the U.S. Revolving Credit Lenders severally agree to participate in such U.S. Letters of Credit issued pursuant to this Section 2.03and any drawings thereunder; provided that no U.S. L/C Issuer shall be obligated to make any U.S. L/C Credit Extension with respect to any Letter of CreditExtension, and, except in the case of the following clause (w), and no U.S. Revolving Lender shall be obligated to participate in any U.S. Letter of Credit if immediately after giving effect to Credit, if, as of the date of such U.S. L/C Credit Extension, (w) the Total U.S. Revolving Outstandings would exceed the U.S. Revolving Commitments then in effect, (x) the sum of the aggregate Outstanding Amount of the U.S. Revolving Loans of any U.S. Revolving Lender, plus such Lender’s U.S. Revolving Percentage of the Outstanding Amount of all U.S. L/C Exposure in Obligations, plus such Lender’s U.S. Revolving Percentage of the Outstanding Amount of all Swingline Loans would exceed such Lender’s U.S. Revolving Commitment, (y) the Outstanding Amount of all L/C Obligations would exceed the L/C Sublimit or (z) the Outstanding Amount of the U.S. L/C Obligations with respect of to U.S. Letters of Credit issued by such U.S. L/C Issuer would exceed such its U.S. L/C Issuer’s L/C Issuer Sublimit, (x) the aggregate L/C Exposure would exceed the Letter Commitment. U.S. Letters of Credit Sublimit or (y) shall constitute utilization of the U.S. Revolving Credit Exposure of any Lender would exceed such Lender’s Revolving Credit CommitmentCommitments. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain U.S. Letters of Credit shall be fully revolving, and accordingly the Borrowers Borrower may, during the foregoing period, obtain U.S. Letters of Credit to replace U.S. Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged NY\6127033.17 (%4) Subject to the terms and agreed that conditions set forth herein, (A) each Multicurrency L/C Issuer agrees, in reliance upon the agreements of the letters Multicurrency Revolving Lenders set forth in this Section 2.03, (1) from time to time on any Business Day from the Closing Date until the L/C Expiration Date, to issue Multicurrency Letters of credit described Credit for the account of the Borrower or any Subsidiary of the Borrower (provided that the Borrower hereby irrevocably agrees to be bound jointly and severally to reimburse the applicable L/C Issuer for amounts drawn on Schedule 2.03
any Multicurrency Letter of Credit issued for the account of any Subsidiary) and to amend, renew or extend Multicurrency Letters of Credit previously issued by it, in accordance with paragraph (ab) of this Section, and (2) to honor drawings under the “Existing Multicurrency Letters of Credit”; and (B) shall constitute a “Letter the Multicurrency Revolving Lenders severally agree to participate in such Multicurrency Letters of Credit” for all purposes of this Agreement Credit and shall be deemed issued under this Agreement on the Closing Date.
(ii) An any drawings thereunder; provided that no Multicurrency L/C Issuer shall be under no obligation obligated to issue make any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Multicurrency L/C Issuer from issuing such Credit Extension, and no Multicurrency Revolving Lender shall be obligated to participate in any Multicurrency Letter of Credit, or any Law applicable to if, as of the date of such Multicurrency L/C Issuer or Credit Extension, (w) the Total Multicurrency Revolving Outstandings would exceed the Multicurrency Revolving Commitments then in effect, (x) the sum of the aggregate Outstanding Amount of the Multicurrency Revolving Loans of any directive (whether or not having Multicurrency Revolving Lender, plus such Lender’s Multicurrency Revolving Percentage of the force Outstanding Amount of law) from any Governmental Authority with jurisdiction over such all Multicurrency L/C Issuer shall prohibitObligations would exceed such Lender’s Multicurrency Revolving Commitment, or direct that such (y) the Outstanding Amount of all L/C Issuer refrain from, Obligations would exceed the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer Sublimit or (z) the Outstanding Amount of the Multicurrency L/C Obligations with respect to such Letter Multicurrency Letters of Credit any restriction, reserve or capital requirement (for which issued by such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the relevant L/C Issuer has approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the relevant L/C Issuer has approved such expiry date (it being understood that the participations of the Revolving Credit Lenders in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Expiration Date);
(D) the issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer;
(E) the Letter of Credit is to be denominated in a currency other than Dollars or any Revolving Alternative Currency unless otherwise agreed by the applicable L/C Issuer and the Administrative Agent; or
(F) the Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,000.
(iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such Multicurrency L/C Issuer would have no obligation at such time to issue such Letter exceed its Multicurrency L/C Commitment. Multicurrency Letters of Credit in its amended form under shall constitute utilization of the Multicurrency Revolving Commitments. Within the foregoing limits, and subject to the terms and conditions hereof, or (B) the beneficiary of such Letter Borrower’s ability to obtain Multicurrency Letters of Credit does not accept shall be fully revolving, and accordingly the proposed amendment Borrower may, during the foregoing period, obtain Multicurrency Letters of Credit to such Letter replace Multicurrency Letters of CreditCredit that have expired or that have been drawn upon and reimbursed.
Appears in 1 contract
Samples: Credit Agreement (W R Grace & Co)
The Letter of Credit Commitments. (ia) Subject to the terms and conditions set forth herein, (1i) each L/C Issuer Issuing Bank agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (xA) from time to time on any Business Day during the Availability Period for period from the Revolving Credit FacilityClosing Date until the L/C Expiration Date, to issue Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case for the account of Holdings (to the Borrowers extent not prohibited under Section 7.09), the Borrower or any of its Restricted Subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder) (provided that any such Letter of Credit may be for the benefit of Holdings or any Subsidiary of the Parent Borrower) and to amend or renew extend such Letters of Credit previously issued by it, in accordance with Section 2.03(b2.03(2), and (yB) to honor drafts drawings under the Letters of Credit and (2ii) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer Issuing Bank shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), and no Lender shall be obligated to participate in any Letter of Credit if immediately after giving effect to as of the date of such L/C Credit Extension, (wx) the aggregate L/C Revolving Exposure in respect of Letters of Credit issued by such L/C Issuer any Revolving Lender would exceed such L/C IssuerXxxxxx’s L/C Issuer SublimitRevolving Commitment, (x) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (y) the Revolving Credit Exposure Outstanding Amount of any Lender the L/C Obligations would exceed the L/C Sublimit or (z) the Outstanding Amount of the L/C Obligations issued by such Lender’s Revolving Credit Issuing Bank would exceed its L/C Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.
(iib) An L/C Issuer Issuing Bank shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(Ai) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer Issuing Bank from issuing such Letter of Credit, or any Law applicable to such L/C Issuer Issuing Bank or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer Issuing Bank shall prohibit, or direct that such L/C Issuer Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer Issuing Bank is not otherwise compensated hereunder);
(Bii) subject to Section 2.03(b)(iii2.03(2)(c), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewalextension, unless (A) each Appropriate Lender has approved of such expiration date or (B) the relevant Outstanding Amount of L/C Issuer Obligations in respect of such requested Letter of Credit has approved such expiry datebeen Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank prior to the date that is twelve months after the date of issuance thereof;
(Ciii) subject to Section 2.03(2)(c), the expiry date of such requested Letter of Credit would occur after the Letter of Credit L/C Expiration Date, unless (I) each Appropriate Lender has approved of such expiration date or (II) the relevant Outstanding Amount of L/C Issuer has approved Obligations in respect of such expiry date (it being understood that the participations of the Revolving Credit Lenders in any undrawn requested Letter of Credit shall in any event terminate on has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the Letter of Credit applicable Issuing Bank prior to the L/C Expiration Date);
(Div) the issuance of such Letter of Credit would violate any Laws binding upon policies of such L/C Issuer;Issuing Bank applicable to letters of credit generally; provided that no Issuing Bank shall be required to issue either (A) letters of guarantee or bankers’ acceptances or (B) commercial letters of credit, in each case without its consent; or
(Ev) any Revolving Lender is at that time a Defaulting Lender, unless such Issuing Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.17(1)(d)) with respect to the Defaulting Lender arising from either the Letter of Credit is then proposed to be denominated in a currency issued or that Letter of Credit and all other than Dollars or any Revolving Alternative Currency unless otherwise agreed by the applicable L/C Issuer and the Administrative Agent; or
(F) the Letter of Credit is Obligations as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in an initial amount less than the Dollar Equivalent of $100,000.
(iii) its sole discretion. An L/C Issuer Issuing Bank shall be under no obligation to amend any Letter of Credit if (Ai) such L/C Issuer Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, hereof or (Bii) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 1 contract
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.032.04, (x1) from time to time on any Business Day during the Availability Period for period from the Revolving Fifth Restatement Effective Date until the Letter of Credit FacilityExpiration Date, to issue Letters of Credit denominated in Dollars or any Revolving in one or more Alternative Currency, in each case Currencies for the account of the Borrowers (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Parent Borrower) relevant Borrower and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b2.04(b), and (y2) to honor drafts under the Letters of Credit Credit; and (2B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03for the account of the relevant Borrower; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), and no Lender shall be obligated to participate in any Letter of Credit if immediately after giving effect to as of the date of such L/C Credit ExtensionExtension or after giving effect thereto, (wv) the aggregate Outstanding Amount of the L/C Exposure in Obligations with respect of to Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer SublimitCommitment, (w) the Total Revolving Outstandings would exceed the Aggregate Revolving Credit Commitments, (x) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (y) the Revolving Credit Exposure Outstandings of any Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the aggregate Outstanding Amount of all Revolving Credit Loans denominated in Australian Dollars, plus the Outstanding Amount of all L/C Obligations denominated in Australian Dollars would exceed the Australian Dollar Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the 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. It is hereby acknowledged Notwithstanding anything set forth herein, on the SunGard Closing Date, any letter of credit (x) issued under the SunGard Credit Agreement, (y) outstanding immediately prior to the SunGard Closing Date and agreed that each (z) issued by an L/C Issuer hereunder, may, at the election of the letters Company in a written notice delivered to the Administrative Agent and such L/C Issuer on or prior to the SunGard Closing Date and subject to the consent of credit described on Schedule 2.03
(a) (the “Existing Letters of Credit”) shall constitute such L/C Issuer, be deemed to be a “Letter of Credit” for all purposes of this Agreement and shall be deemed Credit issued under this Agreement on the Closing Datehereunder.
(ii) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Fifth Restatement Effective Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Fifth Restatement Effective Date (for which and which, in each case, such L/C Issuer is not otherwise compensated hereunder)in good xxxxx xxxxx material to it;
(B) subject to Section 2.03(b)(iii2.04(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the relevant L/C Issuer has Revolving Credit Lenders (other than any Revolving Credit Lender that is a Defaulting Lender) have approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the relevant L/C Issuer has approved such expiry date (it being understood that the participations of all the Revolving Credit Lenders in (other than any undrawn Letter of Revolving Credit shall in any event terminate on the Letter of Credit Expiration Date);Lender that is a Defaulting Lender) have approved such expiry date; or
(D) the issuance of such Letter of Credit would violate any Laws binding upon or one or more policies of such L/C Issuer;
(E) the Letter of Credit is to be denominated in a currency other than Dollars or any Revolving Alternative Currency unless otherwise agreed by the applicable L/C Issuer and the Administrative Agent; or
(F) the Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,000.
(iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 1 contract
Samples: Amendment Agreement (Fidelity National Information Services, Inc.)
The Letter of Credit Commitments. (i) On and after the Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for all purposes of this Agreement and the other Loan Documents and for all purposes hereof will be deemed to have been issued on the Effective Date. Subject to the terms and conditions set forth herein, (1) each L/C Issuer Issuing Bank agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (xA) from time to time on any Business Day during the Availability Period for period from the Revolving Effective Date until the Letter of Credit FacilityExpiration Date, to issue Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case for the account of the Borrowers (provided that any Letter of Credit may be for Borrower and the benefit of any Subsidiary of the Parent Borrower) other Loan Parties and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (yB) to honor drafts under the Letters of Credit and (2) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.032.03(a)(i); provided that no L/C Issuer Issuing Bank shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), and no Lender shall be obligated to participate in any Letter of Credit if immediately if, in each case, after giving effect to such L/C Credit Extension, (w1) the aggregate Outstanding Amount of the L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (x) the aggregate L/C Exposure Obligations would exceed the Letter of Credit Sublimit or Sublimit, (y2) the Outstanding Amount of the L/C Obligations of any Issuing Bank would exceed such Issuing Bank’s Letter of Credit Commitment, (3) the Revolving Credit Exposure of any Lender would exceed such Lender’s Revolving Credit Commitment, or (4) the aggregate Revolving Exposure of all Revolving Lenders at such time would exceed the Line Cap. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.
(ii) An L/C Issuer Issuing Bank shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A1) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer Issuing Bank from issuing such Letter of Credit, or any Law applicable to such L/C Issuer Issuing Bank or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer Issuing Bank shall prohibit, or direct that such L/C Issuer Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Effective Date, or shall impose upon such L/C Issuer Issuing Bank any unreimbursed loss, loss cost or expense which was not applicable on the Closing Effective Date (for which such L/C Issuer Issuing Bank is not otherwise compensated hereunder);
(B2) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the relevant L/C Issuer has Required Lenders have approved such expiry date;
(C3) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the relevant L/C Issuer has Revolving Lenders have approved such expiry date (it being understood that the participations of the Revolving Credit Lenders in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Expiration Date)date;
(D4) the issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer;Issuing Bank; or
(E5) the Letter of Credit is to be denominated in a currency other than Dollars or any Revolving Alternative Currency unless otherwise agreed by the applicable L/C Issuer and the Administrative Agent; or
(F) the Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,000Dollars.
(iii) An L/C Issuer Issuing Bank shall be under no obligation to amend any Letter of Credit if (A1) such L/C Issuer Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B2) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
(iv) In the case where any Revolving Lender is at any time a Defaulting Lender, the Defaulting Lender’s Pro Rata Share of the L/C Obligations will be reallocated among all Revolving Lenders that are not Defaulting Lenders (pro rata in accordance with their respective Pro Rata Share) but only to the extent the total Revolving Exposure of all Revolving Lenders that are not Defaulting Lenders plus such Defaulting Lender’s Pro Rata Share of the L/C Obligations and any Swingline Loans, except to the extent Cash Collateralized, does not exceed the Letter of Credit Sublimit (calculated excluding the Revolving Commitment of any Defaulting Lender except to the extent of any outstanding Revolving Loans of such Defaulting Lender in which case the Revolving Commitments of all Defaulting Lenders shall be deemed to be zero (except to the extent Cash Collateral has been posted by such Defaulting Lender in respect of any portion of such Defaulting Lender’s L/C Obligations or participations in Swingline Loans) for purposes of any determination of the Revolving Lenders’ respective Pro Rata Share of L/C Obligations (including for purposes of all fee calculations hereunder)). To the extent any Defaulting Lender’s Pro Rata Share of the L/C Obligations is not reallocated to Revolving Lenders that are not Defaulting Lenders pursuant to immediately preceding sentence for any reason, the Borrower shall Cash Collateralize any such L/C Obligations in accordance with Section 2.13 within two Business Days following the Administrative Agent’s request therefor.
(v) No Letter of Credit shall be issued the Stated Amount of which, when added to the Outstanding Amount of the L/C Obligations (exclusive of the Unreimbursed Amount of Letters of Credit which are repaid on the date of, and prior to or at the time of, the issuance of the relevant Letter of Credit) at such time, would exceed either (1) the Letter of Credit Sublimit or (2) when added to the aggregate principal amount of all Revolving Loans then outstanding, an amount equal to the aggregate amount of the Revolving Commitments at such time (after giving effect to any reductions to the aggregate amount of the Revolving Commitments on such date).
Appears in 1 contract
Samples: Credit Agreement (Lmi Aerospace Inc)
The Letter of Credit Commitments. (i1) Subject to the terms and conditions set forth herein, (1) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders under the Revolving Credit Facility set forth in this Section 2.03, (x) from time to time on any Business Day following the Closing Date during the Availability Period for the Revolving Credit Facility, to issue Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case for the account of the Borrowers Borrower (provided that any Letter of Credit may be for the benefit account of any Subsidiary of the Parent Borrower; provided, further that the Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Subsidiaries, and the Borrower hereby irrevocably agrees to be bound jointly and severally to reimburse the applicable L/C Issuer for amounts drawn on any Letter of Credit issued for the account of any Subsidiary) and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Letters of Credit and (2) the Revolving Credit Lenders under the Revolving Credit Facility severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), Credit and no Revolving Credit Lender shall be obligated to participate in any Letter of Credit if immediately after giving effect to such L/C Credit Extension, (w) the Total Revolving Outstandings would exceed the Revolving Credit Commitments then in effect, (x) the sum of the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, would exceed such Xxxxxx’s Revolving Credit Commitment, (y) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (z) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (x) the aggregate L/C Exposure would exceed the Letter Commitment. Letters of Credit Sublimit or (y) shall constitute utilization of the Revolving Credit Exposure of any Lender would exceed such Lender’s Revolving Credit CommitmentCommitments. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a2.03(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.
(ii2) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for and which such the L/C Issuer is not otherwise compensated hereunder)in good xxxxx xxxxx material to it;
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewalextension, unless the relevant L/C Issuer has approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Facility Expiration Date, unless the relevant L/C Issuer has approved such expiry date (it being understood that the participations of the Revolving Credit Lenders under the Revolving Credit Facility in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Facility Expiration Date);
(D) in the case of Letters of Credit, if such Letter of Credit is to be denominated in a currency other than Dollars or an Approved Currency; or
(E) any Revolving Lender of the applicable Class is at such time a Defaulting Lender, nor shall any L/C Issuer be under any obligation to extend or amend existing Letters of Credit, unless such L/C Issuer has entered into arrangements, including reallocation of such Lender’s Applicable Percentage of the applicable outstanding L/C Obligations pursuant to Section 2.16 or the delivery of Cash Collateral, with the Borrower or such Lender to eliminate such L/C Issuer’s actual or potential L/C Exposure (after giving effect to Section 2.16) with respect to such Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential L/C Exposure; or
(F) the issuance of such Letter of Credit would violate any Laws binding upon such L/C IssuerIssuer or one or more policies of such L/C Issuer applicable to letters of credit in general;
(EG) the such Letter of Credit is to be denominated in not a currency other than Dollars or any Revolving Alternative Currency unless otherwise agreed by the applicable L/C Issuer and the Administrative Agentstandby letter of credit; or
(FH) the such Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,00010,000.
(iii3) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
(4) The aggregate L/C Commitments of all the L/C Issuers shall be less than or equal to the Letter of Credit Sublimit at all times.
Appears in 1 contract
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (x1) from time to time on any Business Day during the Availability Period for period from the Revolving Closing Date until the Letter of Credit FacilityExpiration Date, to issue Letters of Credit at sight denominated in U.S. Dollars, Australian Dollars, Pounds, euros, Singapore Dollars or any Revolving Alternative Currencyor, to the extent the L/C Issuers are operationally capable of issuing Letters of Credit in each case such currency, New Zealand Dollars, for the account of the Borrowers any Borrower (provided that any such Letter of Credit may be for the benefit of any Subsidiary of Holdings; provided further that any such Letter of Credit denominated in Singapore Dollars shall not be issued for the Parent account of the Australian Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b(b), and (y2) to honor drafts drawings under the Letters of Credit and (2B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), and no Lender shall be obligated to participate in any Letter of Credit if immediately after giving effect to as of the date of such L/C Credit Extension, (wxw) the aggregate Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (yx) the Outstanding Amount of the L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (x) the aggregate L/C Exposure Obligations would exceed the Letter of Credit Sublimit or (yz) the making of such L/C Credit Extension would cause the Outstanding Amount of L/C Obligations of such L/C Issuer to exceed the lesser of (I) the U.S. Dollar Amount opposite such L/C Issuer’s name on Schedule 1.01B and (II) the aggregate amount of the Revolving Credit Exposure Commitments (of any Lender would exceed the Lenders (calculated as of the date of such Lender’s L/C Credit Extension; provided that when calculating the aggregate amount of the Revolving Credit Commitment. Commitments, to the extent the 2019 Revolving Credit Maturity Date would occur prior to the expiry date of such requested Letter of Credit, that the Revolving Credit Commitments of the Lenders are calculated as of the expiry date of such requested Letter of Credit) multiplied by the percentage opposite such L/C Issuer’s name on Schedule 1.01B. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the 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. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a) (the “All Existing Letters of Credit”) Credit and C&W Letters of Credit shall constitute a “Letter Letters of Credit” for all purposes Credit subject to the terms hereof, and any amendments to such Existing Letters of this Agreement Credit and C&W Letters of Credit shall be deemed issued under this Agreement on subject to any requirements relating to the Closing Date.
(ii) An L/C Issuer shall be under no obligation amendments to issue any Letter other Letters of Credit (and, issued pursuant to this Agreement. by such beneficiary in the case of clauses any drawing thereunder; (Bf) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (g) the currency in which the requested Letters of Credit to be issued will be denominated; and (C), shall not issue any Letter of Credith) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless other matters as the relevant L/C Issuer has approved may reasonably request. In the case of a request for an amendment of any outstanding Letter of Credit, such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless Application shall specify in form and detail reasonably satisfactory to the relevant L/C Issuer has approved such expiry date (it being understood that the participations of the Revolving Credit Lenders in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Expiration Date);
(D) the issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer;
(E1) the Letter of Credit is to be denominated in amended; (2) the proposed date of amendment thereof (which shall be a currency Business Day); (3) the nature of the proposed amendment; and (4) such other than Dollars or any Revolving Alternative Currency unless otherwise agreed by matters as the applicable relevant L/C Issuer and the Administrative Agent; or
(F) the Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,000may reasonably request.
(iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 1 contract
Samples: First Lien Credit Agreement (DTZ Jersey Holdings LTD)
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the Availability Period for period from the Revolving Closing Date until the Letter of Credit FacilityFinal Issuance Date, to issue Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case for the account of the Borrowers (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Parent BorrowerSubsidiary) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Letters of Credit and (2) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), and no Lender shall be obligated to participate in any Letter of Credit if immediately after giving effect to such L/C Credit Extension, (w) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (x) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (y) the Revolving Credit Exposure of any Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit, or (z) the aggregate Total Outstandings would exceed the Line Cap. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the 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. It is hereby acknowledged and agreed that each of the letters of credit described on in Schedule 2.03
(a2.03(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.
(ii) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (i) the Required Lenders and (ii) the relevant L/C Issuer has have approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Final Issuance Date, (i) unless all the Revolving Credit Lenders and the relevant L/C Issuer has have approved such expiry date or (it being understood that the participations of the Revolving Credit Lenders in any undrawn ii) such Letter of Credit shall in any event terminate on will be Cash Collateralized or backstopped pursuant to arrangements reasonably acceptable to the Letter of Credit Expiration Date)relevant L/C Issuer;
(D) the issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer;
(E) the Letter of Credit is to be denominated in a currency other than Dollars or any Revolving Alternative Currency Dollars, unless otherwise agreed by the applicable relevant L/C Issuer and the Administrative Agent; or;
(F) the Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,000; or
(G) any Lender is at that time a Defaulting Lender, unless after giving effect to the requested issuance the requirements of Section 2.16(e) have been satisfied.
(iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 1 contract
The Letter of Credit Commitments. (ia) Subject to the terms and conditions set forth herein, (1i) each L/C Issuer Issuing Bank agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (xA) from time to time on any Business Day during the Availability Period for period from the Revolving Credit FacilityClosing Date until the L/C Expiration Date, to issue Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case Currencies for the account of the Borrowers Borrower (provided that any such Letter of Credit may be for the benefit of Holdings or any Subsidiary of the Parent Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b2.03(2), and (yB) to honor drafts drawings under the Letters of Credit and (2ii) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer Issuing Bank shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), and no Lender shall be obligated to participate in any Letter of Credit if immediately after giving effect to as of the date of such L/C Credit Extension, (w) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (x) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (y) the Revolving Credit Exposure of any Revolving Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the L/C Sublimit or (z) the Outstanding Amount of the L/C Obligations issued by such Issuing Bank would exceed its L/C Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.
(iib) An L/C Issuer Issuing Bank shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(Ai) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer Issuing Bank from issuing such Letter of Credit, or any Law applicable to such L/C Issuer Issuing Bank or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer Issuing Bank shall prohibit, or direct that such L/C Issuer Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer Issuing Bank is not otherwise compensated hereunder);
(Bii) subject to Section 2.03(b)(iii2.03(2)(c), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (A) each Appropriate Lender has approved of such expiration date or (B) 102% of the relevant Outstanding Amount of L/C Issuer Obligations in respect of such requested Letter of Credit has approved such expiry datebeen Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank;
(Ciii) the expiry date of such requested Letter of Credit would occur after the Letter of Credit L/C Expiration Date, unless (A) each Appropriate Lender has approved of such expiration date or (B) 102% of the relevant Outstanding Amount of L/C Issuer has approved Obligations in respect of such expiry date (it being understood that the participations of the Revolving Credit Lenders in any undrawn requested Letter of Credit shall in any event terminate on has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the Letter of Credit Expiration Date)applicable Issuing Bank;
(Div) the issuance of such Letter of Credit would violate any Laws binding upon policies of such L/C Issuer;Issuing Bank applicable to letters of credit generally; or
(Ev) any Revolving Lender is at that time a Defaulting Lender, unless such Issuing Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.17(1)(d)) with respect to the Defaulting Lender arising from either the Letter of Credit is then proposed to be denominated in a currency issued or that Letter of Credit and all other than Dollars or any Revolving Alternative Currency unless otherwise agreed by the applicable L/C Issuer and the Administrative Agent; or
(F) the Letter of Credit is Obligations as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in an initial amount less than the Dollar Equivalent of $100,000its sole discretion.
(iiic) An L/C Issuer Issuing Bank shall be under no obligation to amend any Letter of Credit if (Ai) such L/C Issuer Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, hereof or (Bii) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 1 contract
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1A) each the L/C Issuer (identified in clause (i) of the definition of “L/C Issuer” as to the following clause (i)) agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (x1) from time to time on any Business Day during the Availability Period for period from the Revolving Closing Date until the Letter of Credit FacilityExpiration Date, to issue Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case for the account of the Borrowers (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Parent Borrower) Borrower or its Subsidiaries, and to amend or renew extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y2) to honor drafts drawings under the Letters of Credit Credit; and (2B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03for the account of the Borrower or its Subsidiaries and any drawings thereunder; provided that no L/C Issuer shall be obligated after giving effect to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), no Lender shall be obligated to participate in any Letter of Credit if immediately after giving effect to such L/C Credit Extension, (w) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (x) the aggregate L/C Exposure would Total Revolving Credit Outstandings shall not exceed the Letter of Revolving Credit Sublimit or Facility, (y) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Lender would Revolving Credit Lender, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment, and (z) 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 Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a) (the “All Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and Credit shall be deemed to have been issued under this Agreement on pursuant hereto, and from and after the Closing DateDate shall be subject to and governed by the terms and conditions hereof.
(ii) An The L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the relevant L/C Issuer has approved such expiry date;extension; or
(CB) the expiry date of such the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the relevant Revolving Credit Lenders have approved such expiry date; provided, the L/C Issuer has approved such expiry date (it being understood that the participations of the Revolving Credit Lenders in any undrawn shall issue a Letter of Credit shall in any event terminate on with an expiry date after the Letter of Credit Expiration Date so long as the Borrower deposits into the Collateral Account on or prior to the Letter of Credit Expiration Date an amount in immediately available funds equal to 103% of the face amount of such Letter of Credit.
(iii) The L/C Issuer shall not be under any obligation to issue any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain 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;
(DB) the issuance of such the Letter of Credit would violate any Laws binding upon such one or more policies of the L/C Issuer applicable to letters of credit generally;
(C) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is in an initial stated amount less than $100,000;
(ED) the Letter of Credit is to be denominated in a currency other than Dollars or Dollars;
(E) any Revolving Alternative Currency Lender is at that time a Defaulting Lender, unless otherwise agreed by the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such 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 Administrative AgentL/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or
(F) the Letter of Credit is in an initial contains any provisions for automatic reinstatement of the stated amount less than the Dollar Equivalent of $100,000after any drawing thereunder.
(iiiiv) An The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue 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) such the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
(vi) [Reserved].
(vii) 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 Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 1 contract
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the Availability Period for period from the Revolving Closing Date until the Letter of Credit FacilityFinal Issuance Date, to issue Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case for the account of the Borrowers (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Parent BorrowerSubsidiary) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Letters of Credit and (2) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), and no Lender shall be obligated to participate in any Letter of Credit if immediately after giving effect to such L/C Credit Extension, (w) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (x) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (y) the Revolving Credit Exposure of any Lender would exceed such LenderXxxxxx’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit, or (z) the aggregate Total Outstandings would exceed the Line Cap. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the 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. It is hereby acknowledged and agreed that each of the letters of credit described on in Schedule 2.03
(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.
(ii) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the relevant L/C Issuer has approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the relevant L/C Issuer has approved such expiry date (it being understood that the participations of the Revolving Credit Lenders in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Expiration Date);
(D) the issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer;
(E) the Letter of Credit is to be denominated in a currency other than Dollars or any Revolving Alternative Currency unless otherwise agreed by the applicable L/C Issuer and the Administrative Agent; or
(F) the Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,000.77
(iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 1 contract
Samples: Credit Agreement (Utz Brands, Inc.)
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the Availability Period for period from the Revolving Closing Date until the Letter of Credit FacilityExpiration Date, to issue Letters of Credit denominated in Dollars or any Revolving in one or more Alternative Currency, in each case L/C currencies for the account of the Borrowers Borrower (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Parent Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts drawings under the Letters of Credit and (2) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), and no Lender shall be obligated to participate in any Letter of Credit if immediately after giving effect to such L/C Credit Extension, (w) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (x) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (y) the Revolving Credit Exposure of any Lender would exceed such Lender’s Revolving Credit Commitment. Within , or (y) the foregoing limits, and subject to Outstanding Amount of the terms and conditions hereof, L/C Obligations would exceed the Borrowers’ ability to obtain Letters Letter of Credit shall be fully revolving, and accordingly Sublimit. Each request by the 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. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03Borrower for the
(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing DateDate and shall be subject to and governed by the terms and conditions of this Agreement. All Letters of Credit outstanding under the Revolving Credit Commitments immediately prior to the Amendment No. 3 Effective Date shall be deemed to be Letters of Credit issued under the Tranche A Revolving Commitments and Incremental Tranche A Revolving Commitments. All Letters of Credit outstanding under the Tranche A-1 Revolving Commitments immediately prior to the Amendment No. 45 Effective Date shall be deemed to be Letters of Credit issued under the Tranche A-12 Revolving Commitments and Incremental Tranche A-12 Revolving Commitments.
(ii) An L/C Issuer shall not issue any Letter of Credit if:
(A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the Required Revolving Credit Lenders have approved such expiry date; or
(B) subject to Section 2.03(b)(iii), 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 such L/C Issuer have approved such expiry date or (y) the Borrower has entered into arrangements reasonably satisfactory to the relevant L/C Issuer to Cash Collateralize the Outstanding Amount of such L/C Obligations or backstop such Letter of Credit on the later of (I) the date of issuance of such Letter of Credit and (II) the 30th day prior to the Letter of Credit Expiration Date).
(iii) An L/C Issuer shall not be under no any obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such the Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct request that such L/C Issuer refrain from, the issuance of letters of credit generally or such the Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such the Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated for hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for and which such L/C Issuer is not otherwise compensated hereunder)for hereunder and in good xxxxx xxxxx material to it;
(B) subject to Section 2.03(b)(iii), the expiry date issuance of such requested the Letter of Credit would occur violate one or more than twelve months after the date policies of issuance or last renewal, unless the relevant such L/C Issuer has approved such expiry dateapplicable to letters of credit generally;
(C) except as otherwise agreed by the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the relevant L/C Issuer has approved such expiry date (it being understood that the participations of the Revolving Credit Lenders in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Expiration Date);
(D) the issuance of such Letter of Credit would violate any Laws binding upon Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $25,000;
(ED) the Letter of Credit is to be denominated in a currency other than Dollars or any Revolving an Alternative Currency unless otherwise agreed by the applicable L/C Currency;
(E) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency;
(F) any Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, with the Borrower or such Lender to eliminate the L/C Issuer’s 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 the Administrative Agentall other L/C Obligations as to which such L/C Issuer has Fronting Exposure, as it may elect in its sole discretion; or
(FG) the Letter of Credit is in an initial contains any provisions for automatic reinstatement of the stated amount less than the Dollar Equivalent of $100,000after any drawing thereunder.
(iiiiv) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such the Letter of Credit does not accept the proposed amendment to such the Letter of Credit.
(v) An 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 such L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the Letter of Credit Application pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to such L/C Issuer.
Appears in 1 contract
Samples: Credit Agreement (CEB Inc.)
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1) each L/C Issuer agrees, in reliance upon (among other things) the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the Availability Period for the Revolving Credit Facility, to issue Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case Currency for the account of the Borrowers (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Parent BorrowerGroup Member) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b)), and (y) to honor drafts under the Letters of Credit and (2) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), and no Lender shall be obligated to participate in any Letter of Credit if immediately after giving effect to such L/C Credit Extension, (wv) the aggregate L/C Exposure Obligation in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (xw) the aggregate L/C Exposure Obligation would exceed the Letter of Credit Sublimit or Sublimit, (yx) the Revolving Credit Exposure of any Lender would exceed such Lender’s Revolving Credit Commitment, (y) the aggregate Revolving Credit Exposure would exceed the aggregate Revolving Credit Commitment or (z) the Revolving Credit Exposure denominated in Revolving Alternative Currencies would exceed the Alternative Currency Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers may, 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. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a2.03(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing DateDate by the issuer of such letter of credit specified on Schedule 2.03(a).
(ii) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the relevant L/C Issuer has approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the relevant L/C Issuer has approved such expiry date (it being understood that the participations of the Revolving Credit Lenders in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Expiration Date);
(D) the issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer;
(E) the Letter of Credit is to be denominated in a currency other than Dollars or any Revolving Alternative Currency unless otherwise agreed by the applicable L/C Issuer and the Administrative Agent; orCurrency;
(F) the Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,000; or
(G) the issuance of such Letter of Credit would violate one or more generally applicable policies of such L/C Issuer applicable to letters of credit.
(iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 1 contract
Samples: Credit Agreement (Yum Brands Inc)
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1A) each L/C Issuer agrees, in reliance upon the agreements of the other Multi-Currency Revolving Credit Lenders set forth in this Section 2.03, (x1) from time to time on any Business Day during the Availability Period for period from the Revolving Closing Date until the Letter of Credit FacilityExpiration Date, to issue Letters of Credit denominated in Dollars or any Revolving in an Alternative Currency, in each case Currency for the account of the Borrowers Parent Borrower (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Parent Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y2) to honor drafts drawings under the Letters of Credit and (2B) the Multi-Currency Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer Issuers shall not be obligated to make any L/C Credit Extension Extensions with respect to any Letter Letters of Credit, and, except in the case of the following clause (w), no Lender and Multi-Currency Revolving Credit Lenders shall not be obligated to participate in any Letters of Credit if, as of the date of the applicable Letter of Credit, (x) the Multi-Currency Revolving Credit if immediately after giving effect to Exposure of any Multi-Currency Revolving Credit Lender would exceed such Lender’s Multi-Currency Revolving Credit Commitment, (y) in the case of a Closing Date L/C Credit ExtensionIssuer, (w) the aggregate Outstanding Amount of all L/C Exposure in Obligations with respect of to Letters of Credit issued by such Closing Date L/C Issuer would exceed such $100,000,000 or (z) the Outstanding Amount of all L/C Issuer’s Obligations would exceed the L/C Issuer Sublimit, (x) . Each request by the aggregate 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 Exposure would exceed Credit Extension so requested complies with the Letter of Credit Sublimit or (y) conditions set forth in the Revolving Credit Exposure of any Lender would exceed such Lender’s Revolving Credit Commitmentproviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Parent Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers Parent Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.
(ii) An L/C Issuer shall not issue any Letter of Credit if:
(1) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless otherwise agreed by the L/C Issuer and the Administrative Agent; or
(2) the expiry date of such requested Letter of Credit would occur after the applicable Letter of Credit Expiration Date, unless
(1) each Appropriate Lender shall have approved such expiry date or (2) the Outstanding Amount of the L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized in an amount equal to at least 101% of the Outstanding Amount of such L/C Obligations.
(iii) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the relevant L/C Issuer has approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the relevant L/C Issuer has approved such expiry date (it being understood that the participations of the Revolving Credit Lenders in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Expiration Date);
(D) the issuance of such Letter of Credit would violate any Laws binding upon one or more policies of such L/C Issuer applicable to letters of credit generally; or
(C) except as otherwise agreed by the Administrative Agent and such L/C Issuer;
(E) the , such Letter of Credit is to be denominated in a currency other than Dollars or any Revolving an Alternative Currency unless otherwise agreed by the applicable L/C Issuer and the Administrative Agent; or
(F) the Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,000Currency.
(iiiiv) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
(v) Each L/C Issuer shall act on behalf of the Appropriate Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
Appears in 1 contract
Samples: Credit Agreement (WP Prism Inc.)
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the Availability Period for period from the Revolving Effective Date until the Letter of Credit FacilityExpiration Date, to issue Letters of Credit denominated in Dollars or any Revolving in one or more Alternative Currency, in each case L/C Currencies for the account of the Borrowers (provided that any Letter of Credit may be for the benefit of any Restricted Subsidiary of the Parent Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Letters of Credit and (2) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), and no Lender shall be obligated to participate in any Letter of Credit if immediately after giving effect to such L/C Credit Extension, if (wx) the aggregate Revolving Credit Exposure of any Lender would exceed such Xxxxxx’s Revolving Credit Commitment, or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, further, that each L/C Issuer shall have a Commitment herein proportionate to its Revolving Credit Commitment and no L/C Issuer shall be obligated to issue, amend or renew any Letter of Credit if (I) the Outstanding Amount of Letters of Credit issued by such L/C Issuer, when aggregated with the Revolving Credit Exposure in respect of such L/C Issuer (other than Revolving Credit Exposure attributable to Letters of Credit issued and made by such L/C Issuer) would exceed the L/C Issuer’s Revolving Credit Commitment or (II) the Outstanding Amount of Letters of Credit issued by such L/C Issuer would exceed such its L/C Issuer’s L/C Issuer Sublimit, (x) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (y) the Revolving Credit Exposure of any Lender would exceed such Lender’s Revolving Credit Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the 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. It is hereby acknowledged and agreed that each of the letters of credit described on in Schedule 2.03
(a2.03(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and Agreement. Notwithstanding anything to the contrary contained in this Agreement, no L/C Issuer shall be deemed issued under this Agreement on the Closing Daterequired to issue commercial or trade Letters of Credit without its consent.
(ii) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Effective Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Effective Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (i) the Required Lenders and (ii) the relevant L/C Issuer has have approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (i) all the Revolving Credit Lenders and (ii) the relevant L/C Issuer has have approved such expiry date (it being understood that date, except to the participations of the Revolving Credit Lenders in any undrawn extent such Letter of Credit shall is Cash Collateralized in any event terminate on accordance with Section 2.03(f) or otherwise backstopped pursuant to arrangement reasonably satisfactory to the Letter of Credit Expiration Date)relevant L/C Issuer;
(D) the issuance of such Letter of Credit would violate any Laws binding upon such L/C IssuerIssuer or one or more policies of the L/C Issuer applicable to letters of credit generally;
(E) the Letter of Credit is to be denominated in a currency other than Dollars or any Revolving an Alternative Currency L/C Currency, unless otherwise agreed by the applicable L/C Issuer and the Administrative Agent;
(F) such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; or
(FG) any Lender is at that time a Defaulting Lender, unless after giving effect to the Letter requested issuance the requirements of Credit is in an initial amount less than the Dollar Equivalent of $100,000Section 2.16(e) have been satisfied.
(iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 1 contract
Samples: Credit Agreement (Nutanix, Inc.)
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1A) each the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.032.10, (x1) from time to time on any Business Day during the Availability Period for period from the Revolving Closing Date until the Letter of Credit FacilityExpiration Date, to issue Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case for the account of the Borrowers (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Parent Borrower) Borrowers, and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b)subsection (b) below, and (y2) to honor drafts under the Letters of Credit Credit; and (2B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03for the account of the Borrowers; provided that no the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and, except in the case of the following clause (w), and no Lender shall be obligated to participate in any Letter of Credit if immediately after giving effect to as of the date of such L/C Credit ExtensionExtension and after giving effect thereto, (w) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer Total Outstandings would exceed such L/C Issuer’s L/C Issuer Sublimitthe Aggregate Commitments, (x) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Exposure would exceed the Letter of Credit Sublimit or (y) the Revolving Credit Exposure of any Lender Obligations would exceed such Lender’s Revolving Credit Loan Commitment, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, would exceed such Lender’s Commitment, or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the 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. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.
(ii) An The L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment judgement or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such the L/C Issuer from issuing such Letter of Credit, or any Law applicable to such the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such the L/C Issuer shall prohibit, or direct request that such the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for and which such the L/C Issuer is not otherwise compensated hereunder)in good fxxxx xxxxx material to it;
(B) subject to Section 2.03(b)(iii2.10(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the relevant L/C Issuer has approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the relevant L/C Issuer has Lenders have approved such expiry date (it being understood that the participations of the Revolving Credit Lenders in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Expiration Date)date;
(D) the issuance of such Letter of Credit would violate any Laws binding upon such one or more policies of the L/C Issuer;; and
(E) the such Letter of Credit (1) is in an initial amount less than $500,000, or (2) is to be used for a purpose other than general corporate purposes related to the Business, or (3) is to be denominated in a currency other than Dollars or any Revolving Alternative Currency unless otherwise agreed by the applicable L/C Issuer and the Administrative Agent; or
(F) the Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,000Dollars.
(iii) An The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
Appears in 1 contract
The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) (x) from time to time on any Business Day during the Availability Period for period from the Revolving Closing Date until the Letter of Credit FacilityExpiration Date, in the case of any L/C Issuer other than Deutsche Bank, to issue Letters of Credit denominated in Dollars or any Revolving Alternative Currency, Singapore Dollars, HK Dollars, Danish Kroner or Norwegian Kroner, or any other freely tradable foreign currency reasonably requested by the Borrower from time to time and in each case which an L/C Issuer may, in accordance with its policies and procedures in effect at such time, issue Letters of Credit, for the account of the Borrowers Borrower (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Parent BorrowerBorrower or any Business Successor (so long as the Borrower is the applicant or co-applicant therefor and subject to compliance with Section 7.02)) and (y) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date (except in the case of Existing Letters of Credit, from the Closing Date until the date that is forty-five (45) days after the Closing Date), to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b) (provided that no such amendment or renewal of an Existing Letter of Credit may increase the stated amount thereof), and (y2) to honor drafts under the Letters of Credit and (2B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; 2.03 provided that no L/C Issuer Issuers shall not be obligated to make any L/C Credit Extension Extensions with respect to any Letter Letters of Credit, and, except in the case of the following clause (w), no Lender and Lenders shall not be obligated to participate in any Letter Letters of Credit if immediately after giving effect to such as of the date of the applicable L/C Credit Extension, (w) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimit, (x) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (y) the Revolving Credit Exposure of any Lender would exceed such LenderXxxxxx’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the L/C Sublimit, or (z) the Letter of Credit giving rise to such L/C Credit Extension has a stated expiry date after any Maturity Date with respect to any Revolving Credit Commitments then in effect and the aggregate stated amount of all Letters of Credit having stated expiry dates after such Maturity Date would exceed the aggregate amount of the Revolving Credit Commitments which will remain in effect after such Maturity Date; provided, further, notwithstanding anything to the contrary in the foregoing, (i) Bank of America, as L/C Issuer (or any Affiliate thereof), shall only be required to issue Letters of Credit with the face amount in the aggregate of up to but not exceeding $50,000,000, (ii) PNC Bank, National Association, as an L/C Issuer (or any Affiliate thereof), shall only be required to issue Letters of Credit with the face amount in the aggregate of up to but not exceeding $15,000,000, (iii) ING Capital LLC, as an L/C Issuer (or any Affiliate thereof), shall only be required to issue Letters of Credit with the face amount in the aggregate of up to but not exceeding $10,000,000, (iv) each of The Bank of Tokyo-Mitsubishi UFJ, Ltd. and Xxxxxx Xxxxxxx Bank, N.A., as an L/C Issuer (or any Affiliate thereof), shall only be required to issue Letters of Credit with the face amount in the aggregate of up to but not exceeding $7,500,000 and (v) each of the other Lead Arranger L/C Issuers shall only be required to issue Letters of Credit with the face amount in the aggregate of up to but not exceeding $15,000,000. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a) (the “Existing All Letters of Credit”) Credit shall constitute a be issued on “sight-basis” only which, for the avoidance of doubt, means that any Letter of Credit” for all purposes of this Agreement and Credit shall be deemed issued under this Agreement on honored for payment by the Closing Date.
relevant L/C Issuer at the time the Letter of Credit is presented for payment and not at a later date or time. AMERICAS 112057218 v3 77 [AM_ACTIVE 404836320_6] #99361848v2 (ii) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
; (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit Credit, (i) in the case of a standby Letter of Credit, would occur more than twelve months after the date of issuance or last renewal, and (ii) in the case of a commercial Letter of Credit, would occur more than 180 days after the date of issuance or last renewal, in each case, unless otherwise agreed by the relevant L/C Issuer has approved such expiry date;
and the Administrative Agent; (C) the expiry date of such requested Letter of Credit would occur after the applicable Letter of Credit Expiration Date, unless (x) all the relevant L/C Issuer has Revolving Credit Lenders have approved such expiry date or (it being understood that y) the participations Outstanding Amount of the Revolving Credit Lenders L/C Obligations in any undrawn respect of such requested Letter of Credit shall has been Cash Collateralized in any event terminate on an amount equal to at least 101% of the Letter Outstanding Amount of Credit Expiration Date);
such L/C Obligations; (D) the issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer;
(E) Issuer and/or the Letter issuance of such Letters of Credit is to be denominated in a currency other than Dollars or would violate any Revolving Alternative Currency unless otherwise agreed by policies of the applicable L/C Issuer and the Administrative Agent; or
(F) the Letter applicable to Letters of Credit generally; or (E) any Revolving Credit Lender, as applicable, is in an initial amount less than the Dollar Equivalent of $100,000.
(iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) a Defaulting Lender at such time, unless such L/C Issuer would have no obligation at has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate such time L/C Issuer’s risk with respect to issue such Letter the participation in Letters of Credit in its amended form under by such Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of CreditL/C Obligations.
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The Letter of Credit Commitments. (i) Subject to the terms and conditions set forth herein, (1A)(1) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the Availability Period for period from the Revolving Closing Date until the Letter of Credit FacilityFinal Expiration Date, to issue Letters of Credit denominated in Dollars or any Revolving Alternative Currency, in each case for the account of the Borrowers Parent Borrower (provided that (x) any Letter of Credit may be for the benefit of any Subsidiary of the Parent BorrowerBorrower and (y) no L/C Issuer shall be obligated to issue a Letter of Credit denominated in a currency other than Dollars prior to the date that is 30 days after the Closing Date) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts drawings under the Letters of Credit and (2) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.032.03 (and in each case, with respect to the participation in any Alternative Currency Letter of Credit, such participation shall occur on each Revaluation Date); provided that no L/C Issuer Issuers shall not be obligated to make any L/C Credit Extension Extensions with respect to any Letter Letters of Credit, and, except in the case of the following clause (w), no Lender and Lenders shall not be obligated to participate in any Letters of Credit if, as of the date of the applicable Letter of Credit if immediately and after giving effect to such L/C Credit Extension, (w) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Sublimitthereto, (x) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit or (y) the Revolving Credit Exposure of any Lender would exceed such Lender’s Revolving Credit Commitment, (y) (A) the Outstanding Amount of all L/C Obligations would exceed the L/C Sublimit and (B) the Outstanding Amount of all Alternative Currency L/C Obligations would exceed the Alternative Currency L/C Sublimit or (z) the aggregate Revolving Credit Exposure of any Revolving Credit Lenders would exceed the Borrowing Base minus the aggregate outstanding amount of the Term Loans; provided, further, that no Letter of Credit shall be issued by any L/C Issuer the stated amount of which, when added to the Outstanding Amount of L/C Credit Extensions with respect to such L/C Issuer, would exceed the applicable Specified L/C Sublimit of such L/C Issuer then in effect. 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. Each request for the issuance of a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be (i) irrevocable and made in writing by a Responsible Officer, (ii) delivered to Administrative Agent and L/C Issuer via telefacsimile or other electronic method of transmission reasonably acceptable to Administrative Agent and L/C Issuer and reasonably in advance of the requested date of issuance, amendment, renewal, or extension, and (iii) subject to L/C Issuer’s authentication procedures with results satisfactory to L/C Issuer. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ Parent Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers Parent Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of the letters of credit described on Schedule 2.03
(a) (the “Existing Letters of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.
(ii) An L/C Issuer shall not issue any Letter of Credit if:
(A) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless otherwise agreed by such L/C Issuer and the Administrative Agent in their sole discretion; or
(B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Final Expiration Date, unless (1) each Appropriate Lender shall have approved such expiry date or (2) the Outstanding Amount of the L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized.
(iii) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the relevant L/C Issuer has approved such expiry date;
(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the relevant L/C Issuer has approved such expiry date (it being understood that the participations of the Revolving Credit Lenders in any undrawn Letter of Credit shall in any event terminate on the Letter of Credit Expiration Date);
(D) the issuance of such Letter of Credit would violate any Laws binding upon one or more policies of such L/C IssuerIssuer applicable to letters of credit generally;
(EC) the such Letter of Credit is to be denominated in a currency other than Dollars or an Alternate Currency; or
(D) any Revolving Alternative Currency Credit Lender is a Defaulting Lender, unless otherwise agreed by the applicable such L/C Issuer has entered into arrangements reasonably satisfactory to it and the Administrative Agent; or
(F) Parent Borrower to eliminate such L/C Issuer’s risk with respect to the participations in such Letter of Credit is by all such Defaulting Lenders, including by (1) Cash Collateralizing, (2) reallocating pursuant to Section 2.16(a), or (3) obtaining a backstop letter of credit from an issuer reasonably satisfactory to the L/C Issuer to support, each such Defaulting Lender’s Pro Rata Share of any L/C Obligations in an initial amount less than the Dollar Equivalent respect of $100,000such Letter of Credit.
(iiiiv) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
(v) Each L/C Issuer shall act on behalf of the Appropriate Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by 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 Article IX included such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuers.
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