Common use of The Sterling Letter of Credit Commitment Clause in Contracts

The Sterling Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the Sterling L/C Issuer agrees, in reliance upon the agreements of the other UK Banks set forth in this Section 2B.8, (1) from time to time on any UK Business Day prior to the Letter of Credit Expiration Date, to issue Sterling Letters of Credit for the account of the UK Borrower, and to amend or renew Sterling Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts under the Sterling Letters of Credit; and (B) the UK Banks severally agree to participate in Sterling Letters of Credit issued for the account of the UK Borrower; provided that (i) no Sterling L/C Issuer shall be obligated to make any Sterling L/C Credit Extension with respect to any Sterling Letter of Credit if the aggregate outstanding amount of Sterling Letters of Credit, Letters of Credit and Canadian Letters of Credit issued by it hereunder would exceed such Sterling L/C Issuer’s Letter of Credit Commitment (or such greater amount as may be agreed to by such Sterling L/C Issuer), (ii) no Sterling L/C Issuer shall be obligated to make any Sterling L/C Credit Extension with respect to any Sterling Letter of Credit if the aggregate outstanding amount of Sterling Letters of Credit issued by it hereunder would exceed the Sterling Allocated Maximum Total Commitment and (iii) no Sterling L/C Issuer shall be obligated to issue Sterling Letters of Credit and no UK Bank shall be obligated to participate in any Sterling Letter of Credit if as of the date of such Sterling L/C Credit Extension, (x) the Sterling Total Outstanding Amount would exceed the Sterling Total Committed Amount or (y) the aggregate outstanding Sterling Advances of any UK Bank, plus such UK Bank’s Sterling Pro Rata Share of the outstanding Sterling L/C Obligations, would exceed such UK Bank’s Sterling Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, the UK Borrower’s ability to obtain Sterling Letters of Credit shall be fully revolving, and accordingly the UK Borrower may, during the foregoing period, obtain Sterling Letters of Credit to replace Sterling Letters of Credit that have expired or that have been drawn upon and reimbursed. (ii) No Sterling L/C Issuer shall be under any obligation to issue any Sterling Letter of Credit if: (A) any order, judgment or decree of any governmental body, agency or official or arbitrator shall by its terms purport to enjoin or restrain such Sterling L/C Issuer from issuing such Sterling Letter of Credit, or any law, rule, regulation or order applicable to such Sterling L/C Issuer or any request or directive (whether or not having the force of law) from any governmental body, agency or official with jurisdiction over such Sterling L/C Issuer shall prohibit, or request that such Sterling L/C Issuer refrain from the issuance of letters of credit generally or such Sterling Letter of Credit in particular or shall impose upon such Sterling L/C Issuer with respect to such Sterling Letter of Credit any restriction, reserve or capital requirement (for which such Sterling L/C Issuer is not otherwise compensated hereunder) not in effect on the date hereof, or shall impose upon such Sterling L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the date hereof and which such Sterling L/C Issuer in good faith deems material to it; (B) subject to Section 2B.8(b)(iii), the expiry date of such requested Sterling Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the UK Majority Banks have approved such expiry date; (C) the expiry date of such requested Sterling Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the UK Banks have approved such expiry date; (D) the issuance of such Sterling Letter of Credit would violate one or more reasonable and customary commercial banking policies of such Sterling L/C Issuer generally applicable to the issuance of letters of credit and applied by such Sterling L/C Issuer to other similarly situated borrowers under similar credit facilities; or (E) such Sterling Letter of Credit is in an initial amount less than $100,000, in the case of a commercial Sterling Letter of Credit, or $500,000, in the case of a standby Sterling Letter of Credit, or is to be denominated in a currency other than Dollars or Sterling. (iii) No Sterling L/C Issuer shall be under any obligation to amend, extend, renew or otherwise modify any Sterling Letter of Credit if (A) such Sterling L/C Issuer would have no obligation at such time to issue such Sterling Letter of Credit in its amended, extended, renewed or modified form under the terms hereof, or (B) the beneficiary of such Sterling Letter of Credit does not accept the proposed amendment, extension, renewal or other modification to such Sterling Letter of Credit.

The Sterling Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the Sterling L/C Issuer agrees, in reliance upon the agreements of the other UK Banks set forth in this Section 2B.8, (1) from time to time on any UK Business Day prior to the Letter of Credit Expiration Date, to issue Sterling Letters of Credit for the account of the UK Borrower, and to amend or renew Sterling Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts under the Sterling Letters of Credit; and (B) the UK Banks severally agree to participate in Sterling Letters of Credit issued for the account of the UK Borrower; provided that (i) no Sterling L/C Issuer shall be obligated to make any Sterling L/C Credit Extension with respect to any Sterling Letter of Credit if the aggregate outstanding amount of Sterling Letters of Credit, Letters of Credit and Canadian Letters of Credit issued by it hereunder and its Affiliates would exceed such Sterling L/C Issuer’s Letter of Credit Commitment (or such greater amount as may be agreed to by such Sterling L/C Issuer)$100,000,000, and (ii) no Sterling L/C Issuer shall be obligated to make any Sterling L/C Credit Extension with respect to any Sterling Letter of Credit if the aggregate outstanding amount of Sterling Letters of Credit issued by it hereunder would exceed the Sterling Allocated Maximum Total Commitment and (iii) no Sterling L/C Issuer shall be obligated to issue Sterling Letters of Credit and no UK Bank shall be obligated to participate in any Sterling Letter of Credit if as of the date of such Sterling L/C Credit Extension, (x) the Sterling Total Outstanding Amount would exceed the Sterling Total Committed Amount or Amount, (y) the aggregate outstanding Sterling Advances of any UK Bank, plus such UK Bank’s 's Sterling Pro Rata Share of the outstanding Sterling L/C Obligations, would exceed such UK Bank’s 's Sterling Commitment, or (z) the outstanding Sterling L/C Obligations would exceed the Sterling Letter of Credit Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the UK Borrower’s 's ability to obtain Sterling Letters of Credit shall be fully revolving, and accordingly the UK Borrower may, during the foregoing period, obtain Sterling Letters of Credit to replace Sterling Letters of Credit that have expired or that have been drawn upon and reimbursed. (ii) No Sterling L/C Issuer shall be under any obligation to issue any Sterling Letter of Credit if: (A) any order, judgment or decree of any governmental body, agency or official or arbitrator shall by its terms purport to enjoin or restrain such Sterling L/C Issuer from issuing such Sterling Letter of Credit, or any law, rule, regulation or order applicable to such Sterling L/C Issuer or any request or directive (whether or not having the force of law) from any governmental body, agency or official with jurisdiction over such Sterling L/C Issuer shall prohibit, or request that such Sterling L/C Issuer refrain from the issuance of letters of credit generally or such Sterling Letter of Credit in particular or shall impose upon such Sterling L/C Issuer with respect to such Sterling Letter of Credit any restriction, reserve or capital requirement (for which such Sterling L/C Issuer is not otherwise compensated hereunder) not in effect on the date hereof, or shall impose upon such Sterling L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the date hereof and which such Sterling L/C Issuer in good faith deems xxxxx xxxxx material to it; (B) subject to Section 2B.8(b)(iii), the expiry date of such requested Sterling Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the UK Majority Banks have approved such expiry date; (C) the expiry date of such requested Sterling Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the UK Banks have approved such expiry date; (D) the issuance of such Sterling Letter of Credit would violate one or more reasonable and customary commercial banking policies of such Sterling L/C Issuer generally applicable to the issuance of letters of credit and applied by such Sterling L/C Issuer to other similarly situated borrowers under similar credit facilities; or (E) such Sterling Letter of Credit is in an initial amount less than $100,000, in the case of a commercial Sterling Letter of Credit, or $500,000, in the case of a standby Sterling Letter of Credit, or is to be denominated in a currency other than Dollars or Sterling. (iii) No Sterling L/C Issuer shall be under any obligation to amend, extend, renew or otherwise modify any Sterling Letter of Credit if (A) such Sterling L/C Issuer would have no obligation at such time to issue such Sterling Letter of Credit in its amended, extended, renewed or modified form under the terms hereof, or (B) the beneficiary of such Sterling Letter of Credit does not accept the proposed amendment, extension, renewal or other modification to such Sterling Letter of Credit.

The Sterling Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the Sterling L/C Issuer agrees, in reliance upon the agreements of the other UK Banks set forth in this Section 2B.8, (1) from time to time on any UK Business Day prior to the Letter of Credit Expiration Date, to issue Sterling Letters of Credit for the account of the UK Borrower, and to amend or renew Sterling Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts under the Sterling Letters of Credit; and (B) the UK Banks severally agree to participate in Sterling Letters of Credit issued for the account of the UK Borrower; provided that (i) no Sterling L/C Issuer shall be obligated to make any Sterling L/C Credit Extension with respect to any Sterling Letter of Credit if the aggregate outstanding amount of Sterling Letters of Credit, Letters of Credit and Canadian Letters of Credit issued by it hereunder would exceed such Sterling L/C Issuer’s Letter one-third (1/3) of Credit Commitment (or such greater amount as may be agreed to by such Sterling L/C Issuer)the Total Committed Amount, (ii) no Sterling L/C Issuer shall be obligated to make any Sterling L/C Credit Extension with respect to any Sterling Letter of Credit if the aggregate outstanding amount of Sterling Letters of Credit issued by it hereunder would exceed an amount equal to the product of (x) the Sterling Allocated Maximum Total Commitment times (y) a fraction, the numerator of which is one (1) and the denominator of which, at each relevant time of determination, is the then total number of Sterling L/C Issuers, and (iii) no Sterling L/C Issuer shall be obligated to issue Sterling Letters of Credit and no UK Bank shall be obligated to participate in any Sterling Letter of Credit if as of the date of such Sterling L/C Credit Extension, (x) the Sterling Total Outstanding Amount would exceed the Sterling Total Committed Amount or (y) the aggregate outstanding Sterling Advances of any UK Bank, plus such UK Bank’s Sterling Pro Rata Share of the outstanding Sterling L/C Obligations, would exceed such UK Bank’s Sterling Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, the UK Borrower’s ability to obtain Sterling Letters of Credit shall be fully revolving, and accordingly the UK Borrower may, during the foregoing period, obtain Sterling Letters of Credit to replace Sterling Letters of Credit that have expired or that have been drawn upon and reimbursed. (ii) No Sterling L/C Issuer shall be under any obligation to issue any Sterling Letter of Credit if: (A) any order, judgment or decree of any governmental body, agency or official or arbitrator shall by its terms purport to enjoin or restrain such Sterling L/C Issuer from issuing such Sterling Letter of Credit, or any law, rule, regulation or order applicable to such Sterling L/C Issuer or any request or directive (whether or not having the force of law) from any governmental body, agency or official with jurisdiction over such Sterling L/C Issuer shall prohibit, or request that such Sterling L/C Issuer refrain from the issuance of letters of credit generally or such Sterling Letter of Credit in particular or shall impose upon such Sterling L/C Issuer with respect to such Sterling Letter of Credit any restriction, reserve or capital requirement (for which such Sterling L/C Issuer is not otherwise compensated hereunder) not in effect on the date hereof, or shall impose upon such Sterling L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the date hereof and which such Sterling L/C Issuer in good faith deems xxxxx xxxxx material to it; (B) subject to Section 2B.8(b)(iii), the expiry date of such requested Sterling Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the UK Majority Banks have approved such expiry date; (C) the expiry date of such requested Sterling Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the UK Banks have approved such expiry date; (D) the issuance of such Sterling Letter of Credit would violate one or more reasonable and customary commercial banking policies of such Sterling L/C Issuer generally applicable to the issuance of letters of credit and applied by such Sterling L/C Issuer to other similarly situated borrowers under similar credit facilities; or (E) such Sterling Letter of Credit is in an initial amount less than $100,000, in the case of a commercial Sterling Letter of Credit, or $500,000, in the case of a standby Sterling Letter of Credit, or is to be denominated in a currency other than Dollars or Sterling. (iii) No Sterling L/C Issuer shall be under any obligation to amend, extend, renew or otherwise modify any Sterling Letter of Credit if (A) such Sterling L/C Issuer would have no obligation at such time to issue such Sterling Letter of Credit in its amended, extended, renewed or modified form under the terms hereof, or (B) the beneficiary of such Sterling Letter of Credit does not accept the proposed amendment, extension, renewal or other modification to such Sterling Letter of Credit.

The Sterling Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the Sterling L/C Issuer agrees, in reliance upon the agreements of the other UK Banks set forth in this Section 2B.8, (1) from time to time on any UK Business Day prior to the Letter of Credit Expiration Date, to issue Sterling Letters of Credit for the account of the UK Borrower, and to amend or renew Sterling Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts under the Sterling Letters of Credit; and (B) the UK Banks severally agree to participate in Sterling Letters of Credit issued for the account of the UK Borrower; provided that (i) no Sterling L/C Issuer shall be obligated to make any Sterling L/C Credit Extension with respect to any Sterling Letter of Credit if the aggregate outstanding amount of Sterling Letters of Credit, Letters of Credit and Canadian Letters of Credit issued by it hereunder would exceed such Sterling L/C Issuer’s Letter of Credit Commitment $333,333.333 (or such greater amount as may be agreed to by such Sterling L/C Issuer), (ii) no Sterling L/C Issuer shall be obligated to make any Sterling L/C Credit Extension with respect to any Sterling Letter of Credit if the aggregate outstanding amount of Sterling Letters of Credit issued by it hereunder would exceed the Sterling Allocated Maximum Total Commitment and (iii) no Sterling L/C Issuer shall be obligated to issue Sterling Letters of Credit and no UK Bank shall be obligated to participate in any Sterling Letter of Credit if as of the date of such Sterling L/C Credit Extension, (x) the Sterling Total Outstanding Amount would exceed the Sterling Total Committed Amount or (y) the aggregate outstanding Sterling Advances of any UK Bank, plus such UK Bank’s Sterling Pro Rata Share of the outstanding Sterling L/C Obligations, would exceed such UK Bank’s Sterling Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, the UK Borrower’s ability to obtain Sterling Letters of Credit shall be fully revolving, and accordingly the UK Borrower may, during the foregoing period, obtain Sterling Letters of Credit to replace Sterling Letters of Credit that have expired or that have been drawn upon and reimbursed. (ii) No Sterling L/C Issuer shall be under any obligation to issue any Sterling Letter of Credit if: (A) any order, judgment or decree of any governmental body, agency or official or arbitrator shall by its terms purport to enjoin or restrain such Sterling L/C Issuer from issuing such Sterling Letter of Credit, or any law, rule, regulation or order applicable to such Sterling L/C Issuer or any request or directive (whether or not having the force of law) from any governmental body, agency or official with jurisdiction over such Sterling L/C Issuer shall prohibit, or request that such Sterling L/C Issuer refrain from the issuance of letters of credit generally or such Sterling Letter of Credit in particular or shall impose upon such Sterling L/C Issuer with respect to such Sterling Letter of Credit any restriction, reserve or capital requirement (for which such Sterling L/C Issuer is not otherwise compensated hereunder) not in effect on the date hereof, or shall impose upon such Sterling L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the date hereof and which such Sterling L/C Issuer in good faith deems material to it; (B) subject to Section 2B.8(b)(iii), the expiry date of such requested Sterling Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the UK Majority Banks have approved such expiry date; (C) the expiry date of such requested Sterling Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the UK Banks have approved such expiry date; (D) the issuance of such Sterling Letter of Credit would violate one or more reasonable and customary commercial banking policies of such Sterling L/C Issuer generally applicable to the issuance of letters of credit and applied by such Sterling L/C Issuer to other similarly situated borrowers under similar credit facilities; or (E) such Sterling Letter of Credit is in an initial amount less than $100,000, in the case of a commercial Sterling Letter of Credit, or $500,000, in the case of a standby Sterling Letter of Credit, or is to be denominated in a currency other than Dollars or Sterling. (iii) No Sterling L/C Issuer shall be under any obligation to amend, extend, renew or otherwise modify any Sterling Letter of Credit if (A) such Sterling L/C Issuer would have no obligation at such time to issue such Sterling Letter of Credit in its amended, extended, renewed or modified form under the terms hereof, or (B) the beneficiary of such Sterling Letter of Credit does not accept the proposed amendment, extension, renewal or other modification to such Sterling Letter of Credit.