The Letter of Credit Subfacility Sample Clauses

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuer agrees (and each Revolving Lender acknowledges that such agreement is made in reliance upon the agreements of the Revolving Lenders set forth in this Article III), (A) from time to time on any Business Day, during the period from the Effective Date to the day which is five days prior to the Revolving Termination Date, to Issue Letters of Credit for the account of the Borrower (or jointly for the account of the Borrower and any of its Subsidiaries) in an aggregate Outstanding Amount at any one time that, together with the aggregate Outstanding Amount of all other outstanding Letters of Credit issued pursuant hereto (including the Existing Letters of Credit), does not exceed the L/C Commitment, and to amend or renew Letters of Credit previously issued by it, in accordance with Sections 3.02(c) and 3.02(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Revolving Lenders severally agree to participate in Letters of Credit (including the Existing Letters of Credit); provided that no Issuer shall be obligated to Issue, and no Revolving Lender shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the “Issuance Date”) (1) the Outstanding Amount of all L/C Obligations, plus the Outstanding Amount of all Revolving Loans and Swing Line Loans exceeds the Aggregate Revolving Commitment or (2) the participation of any Revolving Lender in the Outstanding Amount of all L/C Obligations plus the principal amount of the Revolving Loans of such Revolving Lender and such Revolving Lender’s Revolving Percentage of the Outstanding Amount of Swing Line Loans exceeds such Lender’s Revolving Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed. Each of the Existing Letters of Credit shall be deemed to be Letters of Credit Issued hereunder on the Effective Date. (b) No Issuer shall issue any Letter of Credit if: (i) subject to Section 3.02(d), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Required Revolving Lenders have approved such expiry date; or...

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuing Bank agrees, (A) from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date to issue Letters of Credit for the account of any Borrower so requesting issuance of such Letters of Credit and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.2(c) and (B) to honor drafts under the Letters of Credit; and (ii) the Banks severally agree to participate in Letters of Credit Issued for the account of such Borrower; provided, that (b) The Issuing Bank is under no obligation to Issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from Issuing such Letter of Credit, or any Requirement of Law applicable to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the Issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Bank in good faitx xxxxx xxxerial to it; (ii) the Issuing Bank has received written notice from any Bank, the Agent or any Borrower, on or prior to the Business Day prior to the requested date of Issuance of such Letter of Credit, that one or more of the applicable conditions contained in Article V is not then satisfied; (iii) the expiry date of any requested Letter of Credit is (A) more than 365 days after the date of Issuance, unless the Required Banks have approved such expiry date in writing, or (B) more than 365 days after the Revolving Termination Date, unless all of the Banks have approved such expiry date in writing; (iv) the expiry date of any requested Letter of Credit is prior to the maturity date of any financial obligation to be supported by the requested Letter of Credit; (v) any requested Letter of Credit does not provide for drafts, or is not otherwise in form and substance acceptable to the Issuing Bank, or the ...

The Letter of Credit Subfacility x) On the terms and subject to the conditions set forth herein (i) the L/C Issuer agrees, (A) from time to time on any Business Day during the period from the Effective Date to the Revolving Loan Maturity Date to issue Letters of Credit for the account of Holdings, and to amend or renew Letters of Credit previously issued by it, in accordance with Section 3.02(c) and Section 3.02(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Revolving Lenders severally agree to participate in Letters of Credit Issued for the account of Holdings; provided that the L/C Issuer shall not be obligated to Issue, and no Revolving Lender shall be obligated to participate in, any Letter of Credit if such

The Letter of Credit Subfacility. The Issuing Bank agrees, on the terms and conditions hereinafter set forth, to issue letters of credit (the “Letters of Credit”) for the account of any Borrower from time to time on any Business Day during the period from the Agreement Date until sixty (60) days before the Maturity Date (i) in an aggregate Available Amount for all Letters of Credit issued for the account of all Borrowers not to exceed at any time the amount of the Letter of Credit Subfacility, minus the aggregate principal amount of all Letter of Credit Advances to any Borrower then outstanding and (ii) in an Available Amount for each Letter of Credit issued for the account of a Borrower not to exceed the aggregate Unused Commitments on such Business Day. No Letter of Credit shall have an expiration date (including all rights of a Borrower or the beneficiary to require renewal) later than the earlier of five (5) days before the Maturity Date and one (1) year after the date of issuance thereof; provided, however, that any Letter of Credit that expires one (1) year after the date of its issuance may provide for the automatic renewal of such Letter of Credit for additional one (1)-year periods so long as such Letter of Credit, as renewed, shall have an expiration date not later than five (5) days before the Maturity Date. Notwithstanding the foregoing, a Letter of Credit may have an expiration date later than five (5) days prior to the Maturity Date if the requesting Borrower provides, at the time of the issuance of such Letter of Credit, cash collateral to the Administrative Agent for the benefit of those Lenders with a Commitment in an amount equal to one hundred percent (100%) of the face amount of such Letter of Credit. Each Letter of Credit shall require that all draws thereon must be presented to the Issuing Bank by the expiration date therefor, regardless of whether presented prior to such date to any correspondent bank or other institution. Within the limits of the Letter of Credit Subfacility, and subject to the limits referred to above, the Borrowers may request the issuance of Letters of Credit under this Section 2.10(a), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.10(c) and request the issuance of additional Letters of Credit under this Section 2.10(a). On the Agreement Date, each outstanding letter of credit issued under the Existing Credit Agreement and each letter of credit described on Schedule 2.10 (collectively, the “Existing ...

The Letter of Credit Subfacility. Pursuant to the terms and conditions of this Agreement and any other applications, documents, or agreements from Borrower to Lender related to the Letters of Credit (the “Letter of Credit Documents”), Lender shall issue Letters of Credit up to an aggregate amount outstanding at any time of $10,000,000 for the account of Borrower (which Letters of Credit shall be part of (and not in addition to) Lender’s commitment in respect of the Revolving Credit Facility). Each Letter of Credit outstanding on or after the date of this Agreement shall be deemed to be an advance under the Revolving Credit Facility in an amount equal to the maximum amount of the Letter of Credit (as such maximum amount is determined in accordance with this Section 3.3). Lender shall not be obligated to issue any Letters of Credit on or after the Revolving Credit Facility Maturity Date. Furthermore, Lender shall not be required to issue any Letter of Credit with a maturity date after the Revolving Credit Facility Maturity Date. The amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that by its terms, or the terms of any document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at the time in question. Borrower agrees that it shall execute any documents that Lender in its Permitted Discretion requires Borrower to execute in relation to the Letters of Credit. Within the foregoing limits, and subject to the terms and conditions of this Agreement, Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly, Borrower may obtain Letters of Credit to replace Letters of Credit that have expired, or that have been drawn upon and reimbursed.

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein (i) the Issuing Bank agrees, (A) from time to time, on any Business Day during the period from the Effective Date to the date which is 30 days prior to the Termination Date to issue Letters of Credit for the account of each of the Borrowers, and to amend or renew Letters of Credit previously issued by it, in accordance with Sections 3.02(b) and 3.02(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Banks severally agree to participate in Letters of Credit issued for the account of each of the Borrowers; provided, however, that the Issuing Bank shall not issue any Letter of Credit if as of the date of, and after giving effect to, the issuance of such Letter of Credit, (x) the sum of (A) the aggregate amount of all Letter of Credit Obligations plus (B) the aggregate principal amount of all Committed Loans plus (C) the aggregate principal amount of all Bid Loans plus (D) the aggregate principal amount of all Swingline Loans, shall exceed the Aggregate Commitment, or (y) the Letter of Credit Obligations shall exceed the Letter of Credit Commitment. (b) Schedule 3.01(b) hereto contains a description of certain letters of credit issued by an Affiliate of Bank of America prior to the Effective Date in support of obligations of the Company and/or its Subsidiaries and which remain outstanding on the Effective Date. Each such letter of credit, including any extension thereof, issued by such Affiliate of Bank of America and listed on such Schedule 3.01(b) shall remain outstanding on and after the Effective Date and constitute a "Letter of Credit" for all purposes of this Agreement, and shall be deemed issued on the Effective Date. (c) The Issuing Bank shall be under no obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority shall by its terms purport to enjoin or restrain the Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunde...

The Letter of Credit Subfacility. The Borrower may -------------------------------- request the L/C Bank, on the terms and conditions hereinafter set forth, to Issue, and the L/C Bank shall Issue, Letters of Credit for the account of the Borrower from time to time on any Business Day during the period after the Closing Date until 90 days prior to the Termination Date (a) in an aggregate Available Amount for all Letters of Credit not to exceed at any time the L/C Sublimit in effect at such time, and (b) in an Available Amount for each such Letter of Credit not to exceed the Unused Commitments of the Lenders on such Business Day. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Termination Date and, in the case of a Standby Letter of Credit, one year after the date of issuance thereof (but a Standby Letter of Credit may, by its terms, be renewable annually with the consent of the L/C Bank). Within the limits of the L/C Sublimit, and subject to the limits referred to above, the Borrower may request the Issuance of one or more Letters of Credit under this Section 3.01, repay amounts due resulting from L/C Advances thereunder pursuant to Section 3.03, and request the Issuance of one or more additional Letters of Credit under this Section 3.01.

The Letter of Credit Subfacility. 3.1. The Letter of Credit Subfacility. --------------------------------

The Letter of Credit Subfacility. On the terms and conditions set forth herein, (i) the L/C Lender agrees, (A) from time to time on any Business Day during the period from the Closing Date to the Termination Date to issue Letters of Credit (including irrevocable standby letters of credit) for the account of either Borrower (or, if a Letter of Credit is for the account of a Subsidiary, jointly for the account of the applicable Borrower and such Subsidiary), and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.2(c) and 3.2(d), and (B) to honor properly drawn drafts under the Letters of Credit; and (ii) the Revolving Facility Lenders severally agree to participate in Letters of Credit Issued for the accounts of the Borrowers (including any Letter of Credit issued jointly for the account of a Borrower and any Subsidiary); provided, however, that the L/C Lender shall not be obligated to Issue, and no Lender shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance Date")

The Letter of Credit Subfacility. (a) On the terms and conditions set forth herein, (i) each Issuing Lender agrees, (A) from time to time, on any Business Day during the period from the Closing Date to the Termination Date, to issue Letters of Credit for the account of Parent (or the joint account of Parent and a Canadian Subsidiary), in the case of the Canadian Issuing Lender, or the Company (or the joint account of the Company and any other U.S. Subsidiary), in the case of the U.S. Issuing Lender, and to amend or renew Letters of Credit previously issued by it, in accordance with SUBSECTIONS 4.2(C) and (D), and (B) to honor properly drawn drafts under Letters of Credit issued by it; (ii) the U.S. Lenders severally agree to participate in Letters of Credit Issued for the account of the Company; PROVIDED that the U.S. Issuing Lender shall not be obligated to Issue Letters of Credit for the account of the Company, and no U.S. Lender shall be obligated to participate in any such Letter of Credit, if as of the date of Issuance of such Letter of Credit (the "ISSUANCE DATE") (1) the Total Company Outstandings exceed the amount of the combined U.S. Commitments; (2) the Company Outstandings of such U.S. Lender exceed such U.S. Lender's U.S. Commitment; or (3) the Effective Amount of all L/C Obligations of the Company exceeds the U.S. L/C Commitment; and (iii) the Canadian Lenders severally agree to participate in Letters of Credit Issued for the account of Parent; PROVIDED that the Canadian Issuing Lender shall not be obligated to Issue Letters of Credit for the account of Parent, and no Canadian Lender shall be obligated to participate in any such Letter of Credit, if as of the date of Issuance of such Letter of Credit (the "ISSUANCE DATE") (1) the Total Parent Outstandings exceed the amount of the combined Canadian Commitments; (2) Parent Outstandings of such Canadian Lender exceed such Canadian Lender's Canadian Commitment; or (3) the Effective Amount of all L/C Obligations of Parent exceeds the Canadian L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company's and Parent's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Company and Parent may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed. (b) No Issuing Lender shall have an obligation to Issue any Letter of Credit if: (i) any order, judgment or decree o...