Types and Amounts. An Issuing Bank shall not have any obligation to Issue, and shall not, except as otherwise agreed by the Requisite Lenders and Issuing Bank (except with respect to any notification received by an Issuing Bank pursuant to Section 2.02(a)(ii)(A), which shall require the agreement of all of the Lenders and the Issuing Bank), Issue any Letter of Credit at any time: (i) if the aggregate Letter of Credit Obligations with respect to such Issuing Bank, after giving effect to the Issuance of the Letter of Credit requested hereunder, shall exceed any limit imposed by law or regulation upon such Issuing Bank; (ii) if the Issuing Bank receives notice (A) from the Agent at or before 11:00 a.m. (New York or Toronto 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, the Revolving Credit Obligations in respect of the U.S. Facility or the Canadian Facility, as applicable, at such time would exceed the Maximum Revolving Credit Amount for such Credit Facility or (B) from any of the Lenders at or before 11:00 a.m. (New York or Toronto time) on the date of the proposed Issuance of such Letter of Credit that one or more of the conditions precedent con tained in Sections 5.01 (solely with respect to an Issuance of a Letter of Credit on the Closing Date) or 5.02 would not on such date be satisfied (or waived pursuant to Section 13.07), unless such conditions are thereafter satisfied or waived and notice of such satisfaction or waiver is given to the Issuing Bank by the Agent (and an Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Sections 5.01 or 5.02, as applicable, have been satisfied or waived); (iii) which has an expiration date later than the earlier of (A) the date one (1) year after the date of Issuance or (B) the Business Day next preceding the Revolving Credit Termination Date, provided that it is agreed and understood that notwithstanding the termination of any Letter of Credit pursuant to its terms, the beneficiary under such Letter of Credit may, in accordance with applicable law, continue to make drawings thereunder; or (iv) which is in a currency other than (A) an Available Currency with respect to Letters of Credit requested by the Domestic Borrowers and (B) Dollars or Canadian Dollars with respect to Letters of Credit requested by the Canadian Borrower; or (v) the Issuance and terms of which is governed by the laws of any jurisdiction other than the United States, Canada, the United Kingdom, France or any other jurisdiction which is approved by the Agent and the applicable Issuing Bank.
Appears in 1 contract
Types and Amounts. An Issuing Bank shall not have any obligation to Issueissue, amend or extend, and shall notnot issue, except as otherwise agreed by the Requisite Lenders and Issuing Bank (except with respect to amend or extend, any notification received by an Issuing Bank pursuant to Section 2.02(a)(ii)(A), which shall require the agreement of all of the Lenders and the Issuing Bank), Issue any Facility Letter of Credit at any time:
(i) : if the aggregate Letter maximum amount then available for drawing under Facility Letters of Credit Obligations with respect to issued by such Issuing Bank, Bank after giving effect to the Issuance of the Facility Letter of Credit requested hereunder, shall exceed any limit imposed by law or regulation upon such Issuing Bank;
(ii) if the Issuing Bank receives notice (A) from the Agent at or before 11:00 a.m. (New York or Toronto time) on the date of the proposed Issuance of such Letter of Credit that; if, immediately after giving effect to the Issuance issuance of such Facility Letter of Credit, the Revolving aggregate principal amount of Facility Letter of Credit Obligations in then existing with respect to Facility Letters of Credit issued by that Issuing Bank (which amount shall be calculated without giving effect to the participation of the U.S. Facility Lenders pursuant to Section 3.06) would exceed such Issuing Bank’s then effective Letter of Credit Commitment; if such Issuing Bank receives written notice from the Administrative Agent or the Canadian Facility, as applicable, at such time would exceed the Maximum Revolving Credit Amount for such Credit Facility or (B) from any of the Requisite Lenders at or before 11:00 a.m. (New York or Toronto time) on the date of the proposed Issuance issuance, amendment or extension of such Facility Letter of Credit that (A) immediately after the issuance, amendment or extension of such Facility Letter of Credit, the Revolving Credit Obligations at such time would exceed the Aggregate Commitment then in effect, or (B) one or more of the conditions precedent con tained contained in Sections 5.01 (solely with respect to an Issuance of a Letter of Credit on the Closing Date) Section 4.01 or 5.02 would 4.02, as applicable, will not on such date be satisfied (or waived pursuant to Section 13.07)satisfied, unless such conditions are thereafter satisfied or waived and notice of such satisfaction or waiver is given to the Issuing Bank by the Administrative Agent or the Requisite Lenders (and an Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Sections 5.01 Section 4.01 or 5.024.02, as applicable, have been satisfied satisfied); or waived);
(iii) which has an expiration date later than the earlier of (A) the date one (1) year after the date of Issuance issuance or extension thereof or (B) the fifth Business Day next preceding the Revolving Credit Commitment Termination Date. Any Lender may, provided in its discretion, issue or extend Letters of Credit that it is agreed do not result in an Event of Default without regard to the terms and understood that notwithstanding the termination provisions of this Article III, and no other Lender will have any Letter obligation to purchase any participation or any other interest in such Letters of Credit pursuant to its terms, the beneficiary under such Letter of Credit may, in accordance with applicable law, continue to make drawings thereunder; or
(iv) which is in a currency other than (A) an Available Currency with respect to Letters of Credit requested by the Domestic Borrowers and (B) Dollars or Canadian Dollars with respect to Letters of Credit requested by the Canadian Borrower; or
(v) the Issuance and terms of which is governed by the laws of any jurisdiction other than the United States, Canada, the United Kingdom, France or any other jurisdiction which is approved by the Agent and the applicable Issuing BankSection 3.06.
Appears in 1 contract
Samples: Credit Agreement (7 Eleven Inc)
Types and Amounts. An No Issuing Bank shall not have any obligation to Issue, and shall not, except as otherwise agreed by the Requisite Lenders Majority Banks and such Issuing Bank (except with respect to any notification received by an Issuing Bank pursuant to Section 2.02(a)(ii)(A2.02C(a)(ii)(A), which shall require the agreement of all of the Lenders Banks and the such Issuing Bank), Issue any Letter of Credit at any time:
(i) if the aggregate Letter of Credit Obligations with respect to such Issuing Bank, after giving effect to the Issuance of the Letter of Credit requested hereunder, shall exceed any limit imposed by law or regulation upon such Issuing Bank;
(ii) if the such Issuing Bank receives notice (A) from the Agent at or before 11:00 a.m. A.M. (New York or Toronto City 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, the Revolving Credit Obligations in respect of the U.S. Facility or the Canadian Facility, as applicable, at such time would exceed the Maximum Revolving Total Commitment or the outstanding Letter of Credit Amount for such Obligations would exceed the amount of the Letter of Credit Facility Sublimit, or (B) from any of the Lenders Banks at or before 11:00 a.m. A.M. (New York or Toronto City time) on the date of the proposed Issuance of such Letter of Credit that one or more of the conditions precedent con tained contained in Sections 5.01 3.01 (solely with respect to an Issuance of a Letter of Credit on the Closing Restatement Date) or 5.02 , if applicable), 3.02, and, if applicable, 3.03, would not on such date be satisfied (or waived pursuant to Section 13.07)satisfied, unless such conditions are thereafter satisfied or waived and notice of such satisfaction or waiver is given to the such Issuing Bank by the Agent (and an such Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Sections 5.01 3.01, 3.02 or 5.023.03, as applicable, have been satisfied or waived);
(iii) which has an expiration date later than the earlier of (A) the date one (1) year after the date of Issuance or (B) except as otherwise set forth in Section 2.02C(j), the Business Day next preceding five Business Days prior to the Revolving Credit Stated Termination Date, provided that it is agreed and understood that notwithstanding the termination of any Letter of Credit pursuant to its terms, the beneficiary under such Letter of Credit may, in accordance with applicable law, continue to make drawings thereunder; or
(iv) which is in a currency other than (A) an Available Currency with respect to Letters of Credit requested by the Domestic Borrowers and (B) Dollars or Canadian Dollars with respect a Primary Currency, or if agreed to Letters of Credit requested by the Canadian Borrowereach Bank and such Issuing Bank in their absolute and sole discretion, an Alternative Currency that is not a Primary Currency; or
(v) the Issuance and terms of which is are governed by the laws of any jurisdiction other than the United States, Canada, the United Kingdom, France States or any other jurisdiction which is approved by the Agent and the applicable such Issuing BankBank (which approval shall not be unreasonably withheld or delayed).
Appears in 1 contract
Types and Amounts. An The Issuing Bank shall not have any ----------------- obligation to Issue, and shall not, except as otherwise agreed by the Requisite Lenders and Issuing Bank (except with respect to any notification received by an Issuing Bank pursuant to Section 2.02(a)(ii)(A), which shall require the agreement of all of the Lenders and the Issuing Bank), not Issue any Letter of Credit at any time:
(i) if the aggregate Letter of Credit Obligations with respect to such the Issuing Bank, after giving effect to the Issuance of the Letter of Credit requested hereunder, shall exceed $50,000,000 or any limit imposed by law or regulation upon such the Issuing Bank;
(ii) if the Issuing Bank receives written notice (A) from the Administrative Agent at or before 11:00 a.m. 3:00 p.m. (New York or Toronto time) on the date of the proposed Issuance of such Letter of Credit that, that immediately after giving effect to the Issuance of such Letter of Credit, (1) the Letter of Credit Obligations at such time would exceed $50,000,000 or (2) the Revolving Credit Obligations in respect of the U.S. Facility or the Canadian Facility, as applicable, at such time would exceed the Maximum Revolving Credit Amount for at such Credit Facility time, or (B) from any of the Requisite Lenders at or before 11:00 a.m. 1:00 p.m. (New York or Toronto time) on the date of the proposed Issuance of such Letter of Credit that one or more of the conditions precedent con tained contained in Sections 5.01 (solely with respect to an Issuance of a Letter of Credit on the Closing Date) or 5.02 Article V, as applicable, would not on such date be satisfied (or waived pursuant to Section 13.0713.09), unless such conditions ------------- are thereafter satisfied or waived and written notice of such satisfaction or waiver is given to the Issuing Bank by the Administrative Agent (and an the Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Sections 5.01 or 5.02Article V, as applicable, have been satisfied or waived);; or
(iii) which has if the Letter of Credit requested would have an expiration date later than the earlier of (A) the date one (1) year after which occurs 180 days following the date of Issuance with respect to a Commercial Letter of Credit or the date which occurs 360 days following the date of Issuance with respect to a Standby Letter of Credit or (B) the five Business Day next Days immediately preceding the Revolving Credit Commitment Termination Date, ; provided that it is agreed and understood that notwithstanding the termination of any Letter of Credit pursuant to its terms, the beneficiary under such Letter of Credit may, by its terms, be -------- renewable or automatically renew for successive periods of up to one year so long as such Letter of Credit expires on or prior to the date referred to in accordance with applicable law, continue to make drawings thereunderclause (B) above; or
(iv) which is in a currency other than (A) an Available Currency with respect to Letters of Credit requested by the Domestic Borrowers and (B) Dollars or Canadian Dollars with respect to Letters of Credit requested by the Canadian Borrower; or
(v) the Issuance and terms of which is governed by the laws of any jurisdiction other than the United States, Canada, the United Kingdom, France or any other jurisdiction which is approved by the Agent and the applicable Issuing BankDollars.
Appears in 1 contract
Types and Amounts. An The Issuing Bank shall not have any obligation to Issue, and shall not, except as otherwise agreed by the Requisite Lenders and Issuing Bank (except with respect to any notification received by an Issuing Bank pursuant to Section 2.02(a)(ii)(A), which shall require the agreement of all of the Lenders and the Issuing Bank), not Issue any Letter of Credit at any time:
(i) if the aggregate Letter of Credit Obligations with respect to such the Issuing Bank, after giving effect to the Issuance of the Letter of Credit requested hereunder, shall exceed $50,000,000 or any limit imposed by law or regulation upon such the Issuing Bank;
(ii) if the Issuing Bank receives written notice (A) from the Administrative Agent at or before 11:00 a.m. 3:00 p.m. (New York or Toronto time) on the date of the proposed Issuance of such Letter of Credit that, that immediately after giving effect to the Issuance of such Letter of Credit, (1) the Letter of Credit Obligations at such time would exceed $50,000,000 or (2) the Revolving Credit Obligations in respect of the U.S. Facility or the Canadian Facility, as applicable, at such time would exceed the Maximum Revolving Credit Amount for at such Credit Facility time, or (B) from any of the Requisite Lenders at or before 11:00 a.m. 1:00 p.m. (New York or Toronto time) on the date of the proposed Issuance of such Letter of Credit that one or more of the conditions precedent con tained contained in Sections 5.01 (solely with respect to an Issuance of a Letter of Credit on the Closing Date) or 5.02 Article V, as applicable, would not on such date be satisfied (or waived pursuant to Section 13.0713.09), unless such conditions are thereafter satisfied or waived and written notice of such satisfaction or waiver is given to the Issuing Bank by the Administrative Agent (and an the Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Sections 5.01 or 5.02Article V, as applicable, have been satisfied or waived);; or
(iii) which has if the Letter of Credit requested would have an expiration date later than the earlier of (A) the date one (1) year after which occurs 180 days following the date of Issuance with respect to a Commercial Letter of Credit or the date which occurs 360 days following the date of Issuance with respect to a Standby Letter of Credit or (B) the five Business Day next Days immediately preceding the Revolving Credit Commitment Termination Date, ; provided that it is agreed and understood that notwithstanding the termination of any Letter of Credit pursuant to its terms, the beneficiary under such Letter of Credit may, by its terms, be renewable or automatically renew for successive periods of up to one year so long as such Letter of Credit expires on or prior to the date referred to in accordance with applicable law, continue to make drawings thereunderclause (B) above; or
(iv) which is in a currency other than (A) an Available Currency with respect to Letters of Credit requested by the Domestic Borrowers and (B) Dollars or Canadian Dollars with respect to Letters of Credit requested by the Canadian Borrower; or
(v) the Issuance and terms of which is governed by the laws of any jurisdiction other than the United States, Canada, the United Kingdom, France or any other jurisdiction which is approved by the Agent and the applicable Issuing BankDollars.
Appears in 1 contract
Types and Amounts. An Issuing Bank shall not have any obligation to Issue, and shall not, except as otherwise agreed by the Requisite Lenders and Issuing Bank (except with respect to any notification received by an Issuing Bank pursuant to Section 2.02(a)(ii)(A), which shall require the agreement of all of the Lenders and the Issuing Bank), Issue any Letter of Credit at any time:
(i) if the aggregate Letter of Credit Obligations with respect to such Issuing Bank, after giving effect to the Issuance of the Letter of Credit requested hereunder, shall exceed any limit imposed by law or regulation upon such Issuing Bank;
(ii) if the Issuing Bank receives notice (A) from the Administrative Agent at or before 11:00 a.m. (New York or Toronto London time, as applicable, with respect to a Letter of Credit Issued under the Domestic Facility or the Multicurrency Facility, respectively) 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, the Revolving Credit Obligations Facility Outstandings in respect of the U.S. Domestic Facility or the Canadian Multicurrency Facility, as applicable, at such time would exceed the Maximum Revolving Credit Amount for such Credit Facility or (B) from any of the Lenders at or before 11:00 a.m. (New York or Toronto London time, as applicable, with respect to a Letter of Credit Issued under the Domestic Facility or the Multicurrency Facility, respectively) on the date of the proposed Issuance of such Letter of Credit that one or more of the conditions precedent con tained contained in Sections 5.01 (solely with respect to an Issuance of a Letter of Credit on the Closing Date) or and 5.02 would not on such date be satisfied (or waived pursuant to Section 13.0714.07), unless such conditions are thereafter satisfied or waived and notice of such satisfaction or waiver is given to the Issuing Bank by the Administrative Agent (and an Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Sections 5.01 or 5.02, as applicable, have been satisfied or waived);
(iii) which has an expiration date later than the earlier of (A) the date one (1) year after the date of Issuance or (B) the Business Day next preceding the Revolving Credit Termination Date; provided, provided that it is agreed and understood that notwithstanding a Letter of Credit may have an expiration date later than the termination of Business Day next preceding the Termination Date or any date within one year after the Issuance date therefor so long as, with respect to any Letter of Credit pursuant to its termsthat would expire after the Termination Date, the beneficiary under Borrowers, at least five Business Days prior to the Termination Date, satisfy the Letter of Credit Cash Collateralization Conditions in respect of such Letter of Credit; provided, further, that, with respect to any Letter of Credit which remains outstanding following the Termination Date, no such amount posted as collateral in respect of any such Letter of Credit may, shall be returned to the Borrowers until such Letter of Credit has expired or been replaced or all Obligations with respect to such Letter of Credit have been paid in accordance with applicable law, continue to make drawings thereunder; orfull or terminated.
(iv) which is in a currency other than (A) an Available Currency a Dollars with respect to Letters of Credit requested by the Domestic Borrowers and (B) Dollars or Canadian Dollars a Specified Foreign Currency with respect to Letters of Credit requested by the Canadian Borrower; orMulticurrency Borrowers;
(v) the Issuance and terms of which is governed by the laws of any jurisdiction other than the United States, Canada, the United Kingdom, France England or any other jurisdiction which is approved by the Administrative Agent and the applicable Issuing Bank; or
(vi) of which the date of Issuance is less than eleven (11) Business Days before the Termination Date.
Appears in 1 contract
Samples: Credit Agreement (NMHG Holding Co)
Types and Amounts. An Notwithstanding the provisions of Section 3.01, no Issuing Bank shall not have any obligation to Issue, and shall not, except as otherwise agreed by the Requisite Lenders and Issuing Bank (except with respect to any notification received by an Issuing Bank pursuant to Section 2.02(a)(ii)(A), which shall require the agreement of all of the Lenders and the Issuing Bank), Issue issue any Letter of Credit at any time:
(ia) if the aggregate Letter maximum amount then available for drawing under Letters of Credit Obligations with respect to issued by such Issuing Bank, after giving effect to the Issuance of the Letter of Credit requested hereunder, shall exceed any limit imposed by law or regulation upon such Issuing Bank;
(iib) if the Issuing Bank receives notice (A) from the Agent at or before 11:00 a.m. (New York or Toronto time) on the date of the proposed Issuance of such Letter of Credit thatif, immediately after giving effect to such requested Letter of Credit, (i) the Issuance sum of the aggregate Base Credit Exposures and the aggregate Competitive Loan Exposures would exceed the Total Commitment then in effect, (ii) the Base Credit Exposure of any Lender would exceed such Lender's Commitment, or (iii) the aggregate outstanding Letter of Credit Obligations would exceed $75,000,000; and any Letter of Credit issued by any Issuing Bank in excess of any such amounts shall not, to the extent of the excess, constitute a Letter of Credit hereunder and the deemed purchase of participations pursuant to Section 3.06 shall not occur with respect to such Letter of Credit, the Revolving Credit Obligations in respect of the U.S. Facility or the Canadian Facility, as applicable, at such time would exceed the Maximum Revolving Credit Amount for such Credit Facility or (B) from any of the Lenders at or before 11:00 a.m. (New York or Toronto time) on the date of the proposed Issuance of such Letter of Credit that one or more of the conditions precedent con tained in Sections 5.01 (solely with respect to an Issuance of a Letter of Credit on the Closing Date) or 5.02 would not on such date be satisfied (or waived pursuant to Section 13.07), unless such conditions are thereafter satisfied or waived and notice of such satisfaction or waiver is given to the Issuing Bank by the Agent (and an Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Sections 5.01 or 5.02, as applicable, have been satisfied or waived);
(iiic) which has an expiration date later which is (i) more than the earlier of (A) the date one (1) one year after the date of Issuance or (B) the Business Day next preceding the Revolving Credit Termination Date, provided that it is agreed and understood that notwithstanding the termination issuance of any Letter of Credit pursuant to its terms, the beneficiary under such Letter of Credit may(provided that a Standby Letter of Credit may provide for an annual renewal if such renewal is consented to by the Issuing Bank and the conditions precedent to the issuance of such Standby Letter of Credit are met at the time of such renewal) or (ii) after three (3) Business Days immediately preceding the Termination Date and any letter of credit issued by an Issuing Bank with an expiration date after three (3) Business Days immediately preceding the Termination Date, in accordance shall not constitute a Letter of Credit hereunder and the deemed purchase of participations pursuant to Section 3.06 shall not occur with applicable law, continue respect to make drawings thereundersuch Letter of Credit; or
(ivd) which is not denominated in a currency other than (A) an Available Currency with respect Dollars. Notwithstanding anything herein to the contrary, letters of credit which constituted "Letters of Credit" under the First Amended Credit Agreement and which remain outstanding on the Effective Date shall constitute Letters of Credit requested by the Domestic Borrowers and (B) Dollars or Canadian Dollars with respect to Letters of Credit requested by the Canadian Borrower; or
(v) the Issuance and terms of which is governed by the laws of any jurisdiction other than the United States, Canada, the United Kingdom, France or any other jurisdiction which is approved by the Agent and the applicable Issuing Bankunder this Agreement.
Appears in 1 contract
Types and Amounts. An The Issuing Bank shall not have any obligation to Issue, and shall not, except as otherwise agreed by the Requisite Lenders and Issuing Bank (except with respect to any notification received by an Issuing Bank pursuant to Section 2.02(a)(ii)(A), which shall require the agreement of all of the Lenders and the Issuing Bank), not Issue any Letter of Credit at any time:
(i) if the aggregate Letter of Credit Obligations with respect to such the Issuing Bank, after giving effect to the Issuance of the Letter of Credit requested hereunder, shall exceed $50,000,000 or any limit imposed by law or regulation upon such the Issuing Bank;
(ii) if the Issuing Bank receives written notice (A) from the Administrative Agent at or before 11:00 a.m. 3:00 p.m. (New York or Toronto Charlotte time) on the date of the proposed Issuance of such Letter of Credit that, that immediately after giving effect to the Issuance of such Letter of Credit, (1) the Letter of Credit Obligations at such time would exceed $50,000,000 or (2) the Revolving Credit Obligations in respect of the U.S. Facility or the Canadian Facility, as applicable, at such time would exceed the Maximum Revolving Credit Amount for at such Credit Facility time, or (B) from any of the Requisite Lenders at or before 11:00 a.m. 1:00 p.m. (New York or Toronto Charlotte time) on the date of the proposed Issuance of such Letter of Credit that one or more of the conditions precedent con tained contained in Sections 5.01 (solely with respect to an Issuance of a Letter of Credit on the Closing Date) or 5.02 Article V, as applicable, would not on such date be satisfied (or waived pursuant to Section 13.0713.09), unless such conditions are thereafter satisfied or waived and written notice of such satisfaction or waiver is given to the Issuing Bank by the Administrative Agent (and an the Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Sections 5.01 or 5.02Article V, as applicable, have been satisfied or waived);; or
(iii) which has if the Letter of Credit requested would have an expiration date later than the earlier of (A) the date one (1) year after which occurs 180 days following the date of Issuance with respect to a Commercial Letter of Credit or the date which occurs one year following the date of Issuance with respect to a Standby Letter of Credit or (B) the five Business Day next Days immediately preceding the Revolving Credit Termination Loan Maturity Date, ; provided that it is agreed and understood that notwithstanding the termination of any Letter of Credit pursuant to its terms, the beneficiary under such Letter of Credit may, by its terms, be renewable or automatically renew for successive periods of up to one year so long as such Letter of Credit expires on or prior to the date referred to in accordance with applicable law, continue to make drawings thereunderclause (B) above; or
(iv) which is in a currency other than (A) an Available Currency with respect to Letters of Credit requested by the Domestic Borrowers and (B) Dollars or Canadian Dollars with respect to Letters of Credit requested by the Canadian Borrower; or
(v) the Issuance and terms of which is governed by the laws of any jurisdiction other than the United States, Canada, the United Kingdom, France or any other jurisdiction which is approved by the Agent and the applicable Issuing BankDollars.
Appears in 1 contract
Types and Amounts. An Issuing Bank shall not have any obligation to Issueissue, amend or extend, and shall notnot issue, except as otherwise agreed by the Requisite Lenders and Issuing Bank (except with respect to amend or extend, any notification received by an Issuing Bank pursuant to Section 2.02(a)(ii)(A), which shall require the agreement Letter of all of the Lenders and the Issuing Bank), Issue any Credit or Alternative Currency Letter of Credit at any time:
(i) if the aggregate Letter of Credit Obligations with respect to such Issuing Bank, after giving effect to the Issuance issuance, amendment or extension of the Letter of Credit or Alternative Currency Letter of Credit requested hereunder, shall exceed any limit imposed by law or regulation upon such Issuing Bank;
(ii) if the Issuing Bank receives notice (A) from the Agent at or before 11:00 a.m. (New York or Toronto time) on the date of the proposed Issuance of such Letter of Credit thatif, immediately after giving effect to the Issuance issuance, amendment or extension of such Letter of Credit or Alternative Currency Letter of Credit, (1) the Revolving Letter of Credit Obligations in at such time would exceed $100,000,000 with respect to Letters of the U.S. Facility Credit or the Canadian FacilityDollar Equivalent Amount of $20,000,000 with respect to Alternative Currency Letters of Credit, as applicable, or (2) the Obligations at such time would exceed the Maximum Revolving Credit Amount (excluding the Commitments for the Special Tranche) at such Credit Facility time, or (B3) from any the sum of the Lenders at or before 11:00 a.m. (New York or Toronto time) on Loans in the date of Alternative Currency and the proposed Issuance of such Letter of Credit that Obligations with respect to Alternative Currency Letters of Credit at such time would exceed the Alternative Currency Sublimit, or (4) one or more of the conditions precedent con tained contained in Sections 5.01 (solely with respect to an Issuance of a Letter of Credit on the Closing Date) SECTIONS 6.1 or 5.02 6.2, as applicable, would not on such date be satisfied (or waived pursuant to Section 13.07)satisfied, unless such conditions are thereafter satisfied or waived and written notice of such satisfaction or waiver is given to the such Issuing Bank by the Payment and Disbursement Agent (and an such Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Sections 5.01 SECTIONS 6.1 or 5.026.2, as applicable, have been satisfied or waivedsatisfied);
(iii) which has an expiration date later than the earlier of (A) the date one (1) year after the date of Issuance issuance (without regard to any automatic renewal provisions thereof) or (B) the Business Day next preceding the Revolving Credit scheduled Termination Date, provided that it is agreed and understood that notwithstanding the termination of any Letter of Credit pursuant to its terms, the beneficiary under such Letter of Credit may, in accordance with applicable law, continue to make drawings thereunder; or
(iv) which is in a currency other than (A) an Available Currency with respect to Letters of Credit requested by the Domestic Borrowers and (B) Dollars or Canadian Dollars with respect to Letters of Credit requested by the Canadian Borrower; or
(v) the Issuance and terms of which is governed by the laws of any jurisdiction other than the United States, Canada, the United Kingdom, France or any other jurisdiction which is approved by the Agent and the applicable Issuing BankAlternative Currency.
Appears in 1 contract
Types and Amounts. An The Issuing Bank shall not have any obligation to Issue, and shall not, except as otherwise agreed by the Requisite Lenders and Issuing Bank (except with respect to any notification received by an Issuing Bank pursuant to Section 2.02(a)(ii)(A), which shall require the agreement of all of the Lenders and the Issuing Bank), not Issue any Letter of Credit at any time:
(i) if the aggregate Letter of Credit Obligations with respect to such the Issuing Bank, after giving effect to the Issuance of the Letter of Credit requested hereunder, shall exceed $50,000,000 or any limit imposed by law or regulation upon such the Issuing Bank;
(ii) if the Issuing Bank receives written notice (A) from the Administrative Agent at or before 11:00 a.m. 3:00 p.m. (New York or Toronto City time) on the date of the proposed Issuance of such Letter of Credit that, that immediately after giving effect to the Issuance of such Letter of Credit, (1) the Letter of Credit Obligations at such time would exceed $50,000,000 or (2) the Revolving Credit Obligations in respect of the U.S. Facility or the Canadian Facility, as applicable, at such time would exceed the Maximum Revolving Credit Amount for at such Credit Facility time, or (B) from any of the Requisite Lenders at or before 11:00 a.m. 1:00 p.m. (New York or Toronto City time) on the date of the proposed Issuance of such Letter of Credit that one or more of the conditions precedent con tained contained in Sections 5.01 (solely with respect to an Issuance of a Letter of Credit on the Closing Date) or 5.02 Article V, as applicable, would not on such date be satisfied (or waived pursuant to Section 13.0713.09), unless such conditions are thereafter satisfied or waived and written notice of such satisfaction or waiver is given to the Issuing Bank by the Administrative Agent (and an the Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Sections 5.01 or 5.02Article V, as applicable, have been satisfied or waived);; or
(iii) which has if the Letter of Credit requested would have an expiration date later than the earlier of (A) the date which occurs one (1) year after following the date of Issuance with respect to a Commercial Letter of Credit or the date which occurs one year following the date of Issuance with respect to a Standby Letter of Credit or (B) the five Business Day next Days immediately preceding the Revolving Credit Termination Loan Maturity Date, ; provided that it is agreed and understood that notwithstanding the termination of any Letter of Credit pursuant to with a one-year tenor may, by its terms, the beneficiary under be renewable or automatically renew for successive periods of up to one year so long as such Letter of Credit may, expires on or prior to the date referred to in accordance with applicable law, continue to make drawings thereunderclause (B) above; or
(iv) which is in a currency other than (A) an Available Currency with respect to Letters of Credit requested by the Domestic Borrowers and (B) Dollars or Canadian Dollars with respect to Letters of Credit requested by the Canadian Borrower; or
(v) the Issuance and terms of which is governed by the laws of any jurisdiction other than the United States, Canada, the United Kingdom, France or any other jurisdiction which is approved by the Agent and the applicable Issuing BankDollars.
Appears in 1 contract
Types and Amounts. An Issuing Bank shall not have any obligation to Issueissue, amend or extend, and shall notnot issue, except as otherwise agreed by the Requisite Lenders and Issuing Bank (except with respect to amend or extend, any notification received by an Issuing Bank pursuant to Section 2.02(a)(ii)(A), which shall require the agreement Letter of all of the Lenders and the Issuing Bank), Issue any Credit or Alternative Currency Letter of Credit at any time:
(i) if the aggregate Letter of Credit Obligations with respect to such Issuing Bank, after giving effect to the Issuance issuance, amendment or extension of the Letter of Credit or Alternative Currency Letter of Credit requested hereunder, shall exceed any limit imposed by law or regulation upon such Issuing Bank;
(ii) if the Issuing Bank receives notice (A) from the Agent at or before 11:00 a.m. (New York or Toronto time) on the date of the proposed Issuance of such Letter of Credit thatif, immediately after giving effect to the Issuance issuance, amendment or extension of such Letter of Credit or Alternative Currency Letter of Credit, (1) the Letter of Credit Obligations at such time would exceed $500,000,000 with respect to Letters of Credit (including Alternative Currency Letters of Credit, the amount of which shall be calculated based on the Dollar Equivalent Amount thereof); provided the Letter of Credit Obligations with respect to any Letters of Credit issued for the account of a Qualified Borrower formed or organized under the laws of Luxembourg shall not exceed $250,000,000, or (2) the Revolving Credit Obligations in respect of the U.S. Facility or the Canadian Facility, as applicable, at such time would exceed the Maximum Revolving Credit Amount for at such Credit Facility time, or (B3) from any the sum of the Lenders at or before 11:00 a.m. (New York or Toronto time) on Loans in the date of Alternative Currency and the proposed Issuance of such Letter of Credit that Obligations with respect to Alternative Currency Letters of Credit at such time would exceed the Alternative Currency Sublimit, or (4) one or more of the conditions precedent con tained contained in Sections 5.01 (solely with respect to an Issuance of a Letter of Credit on the Closing Date) 6.1 or 5.02 6.2, as applicable, would not on such date be satisfied (or waived pursuant to Section 13.07)satisfied, unless such conditions are thereafter satisfied or waived and written notice of such satisfaction or waiver is given to the such Issuing Bank by the Administrative Agent (and an such Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Sections 5.01 6.1 or 5.026.2, as applicable, have been satisfied or waivedsatisfied);
(iii) which has an expiration date later than the earlier first anniversary of (A) the date one (1) year after the date of Issuance or (B) the Business Day next preceding the then Revolving Credit Termination Date, provided that it is agreed and understood that notwithstanding the termination of any Letter of Credit pursuant to its terms, the beneficiary under such Letter of Credit may, in accordance with applicable law, continue to make drawings thereunder; or;
(iv) which is in a currency other than Dollars or an Alternative Currency;
(v) (A) an Available where the beneficiary of such Letter of Credit or Alternative Currency Letter of Credit is a Sanctioned Person, (B) to secure any transaction or the undertaking of any activity or business of or with any Sanctioned Person, or in any country or territory, that at the time of such issuance is the subject of any Sanctions or (C) in any manner that would result in a violation of any Sanctions by any party to this Agreement;
(vi) if 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 the Letter of Credit, or any 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 the Letter of Credit in particular or shall impose upon the Issuing Bank with respect to Letters the Letter of Credit requested by any restriction, reserve or capital requirement (for which the Domestic Borrowers 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 (B) Dollars or Canadian Dollars with respect which the Issuing Bank in good xxxxx xxxxx material to Letters of Credit requested by the Canadian Borrowerit; or
(vvii) if the Issuance issuance of the Letter of Credit would violate one or more policies of the Issuing Bank applicable to letters of credit generally. For the avoidance of doubt, if the Administrative Agent and terms Bank of which is governed America, N.A. (and/or any other Lender or Affiliate of a Lender designated by the laws Borrower, with such Lender’s consent, to issue a Letter of Credit) are not obligated or permitted pursuant to any jurisdiction other than of the United States, Canada, the United Kingdom, France or any other jurisdiction which is approved preceding paragraphs of this Section 3.1(a) to issue a Letter of Credit but another Lender designated by the Agent and the applicable Borrower, with such Lender’s consent, to issue such Letter of Credit (a “Replacement Issuing Bank”) is not prohibited from issuing such Letter of Credit pursuant to any of the preceding paragraphs of this Section 3.1(a), then the Replacement Issuing Bank shall, subject to the other provisions of this Agreement, issue such Letter of Credit.
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Types and Amounts. An Issuing Bank shall not have any obligation to Issueissue, amend or extend, and shall notnot issue, except as otherwise agreed by the Requisite Lenders and Issuing Bank (except with respect to any notification received by an Issuing Bank pursuant to Section 2.02(a)(ii)(A)amend or extend, which shall require the agreement of all of the Lenders and the Issuing Bank), Issue any Letter of Credit at any time:
(i) if the aggregate Letter of Credit Obligations with respect to such Issuing Bank, after giving effect to the Issuance issuance, amendment or extension of the Letter of Credit requested hereunder, shall exceed any limit imposed by law or regulation upon such Issuing Bank;
(ii) if the Issuing Bank receives notice (A) from the Agent at or before 11:00 a.m. (New York or Toronto time) on the date of the proposed Issuance of such Letter of Credit thatif, immediately after giving effect to the Issuance issuance, amendment or extension of such Letter of Credit, (1) the Letter of Credit Obligations at such time would exceed $50,000,000<3,000,000> with respect to all Letters of Credit, or (2) the Revolving Credit Obligations in respect of the U.S. Facility or the Canadian Facility, as applicable, at such time would exceed the Maximum Revolving Credit Amount for at such Credit Facility time, or (B3) from the aggregate amount of all outstanding Letters of Credit issued by any of the Lenders Issuing Bank at or before 11:00 a.m. (New York or Toronto time) on the date of the proposed Issuance of such any time would exceed its Letter of Credit that Commitment at such time (unless otherwise agreed by such Issuing Bank), or (4) such Issuing Bank’s Revolving Credit Exposure would exceed its Revolving Credit Commitment, or (5) one or more of the conditions precedent con tained contained in Sections 5.01 (solely with respect to an Issuance of a Letter of Credit on the Closing Date) 6.1 or 5.02 6.2, as applicable, would not on such date be satisfied (or waived pursuant to Section 13.07)satisfied, unless such conditions are thereafter satisfied or waived and written notice of such satisfaction or waiver is given to the such Issuing Bank by the Administrative Agent (and an such Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Sections 5.01 6.1 or 5.026.2, as applicable, have been satisfied or waivedsatisfied);
(iii) which has an expiration date later than the earlier first anniversary of (A) the date one (1) year after the date of Issuance or (B) the Business Day next preceding the then Revolving Credit Termination Date, provided that it is agreed and understood that notwithstanding the termination of any Letter of Credit pursuant to its terms, the beneficiary under such Letter of Credit may, in accordance with applicable law, continue to make drawings thereunder; or;
(iv) which is in a currency other than Dollars;
(A) an Available Currency where the beneficiary of such Letter of Credit is a Sanctioned Person, (B) to secure any transaction or the undertaking of any activity or business of or with any Sanctioned Person, or in any country or territory, that at the time of such issuance is the subject of any Sanctions or (C) in any manner that would result in a violation of any Sanctions by any party to this Agreement;
(vi) if 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 the Letter of Credit, or any 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 the Letter of Credit in particular or shall impose upon the Issuing Bank with respect to Letters the Letter of Credit requested by any restriction, reserve or capital requirement (for which the Domestic Borrowers 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 (B) Dollars or Canadian Dollars with respect which the Issuing Bank in good xxxxx xxxxx material to Letters of Credit requested by the Canadian Borrowerit; or
(vvii) if the Issuance and terms issuance of which is governed the Letter of Credit would violate one or more policies of the Issuing Bank applicable to letters of credit generally. For the avoidance of doubt, if the Administrative Agent (and/or any other Lender or Affiliate of a Lender designated by the laws Borrower, with such Lender’s consent, to issue a Letter of Credit) are not obligated or permitted pursuant to any of the preceding paragraphs of this Section 3.1(a) to issue a Letter of Credit but another Lender designated by the Borrower, with such Lender’s consent, to issue such Letter of Credit (a “Replacement Issuing Bank”) is not prohibited from issuing such Letter of Credit pursuant to any of the preceding paragraphs of this Section 3.1(a), then the Replacement Issuing Bank shall, subject to the other provisions of this Agreement, issue such Letter of Credit. The Borrower may, at any time and from time to time, reduce the Letter of Credit Commitment of any jurisdiction other than Issuing Bank with the United Statesconsent of such Issuing Bank; provided that the Borrower shall not reduce the Letter of Credit Commitment of any Issuing Bank if, Canadaafter giving effect of such reduction, the United Kingdom, France or any other jurisdiction which is approved by the Agent and the applicable Issuing Bankconditions set forth in clause (ii) above shall not be satisfied.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Washington Prime Group, L.P.)
Types and Amounts. An Issuing Bank shall not have any obligation to Issue, and shall not, except as otherwise agreed by the Requisite Lenders and such Issuing Bank (except with respect to any notification received by an Issuing Bank pursuant to Section 2.02(a)(ii)(A), which shall require the agreement of all of the Lenders and the such Issuing Bank), Issue any Letter of Credit at any time:
(i) if the aggregate Letter of Credit Obligations with respect to such Issuing Bank, after giving effect to the Issuance of the Letter of Credit requested hereunder, shall exceed any limit imposed by law or regulation upon such Issuing Bank;
(ii) if the such Issuing Bank receives notice (A) from the Administrative Agent at or before 11:00 a.m. (New York or Toronto London time, as applicable, with respect to a Letter of Credit Issued under the Domestic Facility or the Multicurrency Facility, respectively) 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, the Revolving Credit Obligations Facility Outstandings in respect of the U.S. Domestic Facility or the Canadian Multicurrency Facility, as applicable, at such time would exceed the Maximum Revolving Credit Amount for such Credit Facility or (B) from any of the Lenders at or before 11:00 a.m. (New York or Toronto London time, as applicable, with respect to a Letter of Credit Issued under the Domestic Facility or the Multicurrency Facility, respectively) on the date of the proposed Issuance of such Letter of Credit that one or more of the conditions precedent con tained contained in Sections 5.01 (solely with respect to an Issuance of a Letter of Credit on the Closing Date) or and 5.02 would not on such date be satisfied (or waived pursuant to Section 13.0714.07), unless such conditions are thereafter satisfied or waived and notice of such satisfaction or waiver is given to the such Issuing Bank by the Administrative Agent (and an Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Sections 5.01 or 5.02, as applicable, have been satisfied or waived);
(iii) which has an expiration date later than the earlier of (A) the date one (1) year after the date of Issuance or (B) the Business Day next preceding the Revolving Credit Termination Date, provided that it is agreed and understood that notwithstanding the termination of any Letter of Credit pursuant to its terms, the beneficiary under such Letter of Credit may, in accordance with applicable law, continue to make drawings thereunder; or
(iv) which is in a currency other than (A) an Available Currency with respect to Letters of Credit requested by the Domestic Borrowers and (B) Dollars or Canadian Dollars with respect to Letters of Credit requested by the Canadian Borrower; or
(v) the Issuance and terms of which is governed by the laws of any jurisdiction other than the United States, Canada, the United Kingdom, France or any other jurisdiction which is approved by the Agent and the applicable Issuing Bank.
Appears in 1 contract
Types and Amounts. An The Issuing Bank shall not have any obligation to Issue, and Lender shall not, except as otherwise agreed by the Requisite Lenders and Issuing Bank (except with respect to any notification received by an Issuing Bank pursuant to Section 2.02(a)(ii)(A), which shall require the agreement of all of the Lenders and the Issuing Bank), Issue any Letter of Credit at any time:
(i) issue any Facility Letter of Credit if the aggregate Letter maximum amount then available for drawing under Facility Letters of Credit Obligations with respect to issued by such Issuing BankLender, after giving effect to the Issuance of the Facility Letter of Credit requested hereunder, shall exceed any limit imposed by law or regulation upon such Issuing BankLender;
(ii) if the unless such Issuing Bank receives notice (A) from the Agent at or before 11:00 a.m. (New York or Toronto time) on the date of the proposed Issuance of such Lender otherwise consents, issue any Facility Letter of Credit thatif, immediately after giving effect to thereto, (x) the Issuance aggregate undrawn amount of all outstanding Facility Letters of Credit issued by any Issuing Lender plus the aggregate amount of all LC Disbursements made by such Letter of Credit, the Revolving Credit Obligations in respect Issuing Lender that have not been reimbursed by or on behalf of the U.S. Facility or the Canadian Facility, as applicable, at such time Borrower would exceed the Maximum Revolving Credit Amount for such Credit Facility or (B) from any of the Lenders at or before 11:00 a.m. (New York or Toronto time) on the date of the proposed Issuance of such its Letter of Credit that one Commitment or more (y) the Revolving Exposure of the conditions precedent con tained any Issuing Lender would exceed its Revolving Commitment, in Sections 5.01 (solely with respect to an Issuance of a Letter of Credit on the Closing Date) or 5.02 would not on such date be satisfied (or waived pursuant to Section 13.07), each case unless such conditions are thereafter satisfied or waived and notice of such satisfaction or waiver is given to the Issuing Bank by the Agent (and an Issuing Bank shall not Lender otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Sections 5.01 or 5.02, as applicable, have been satisfied or waived)consents;
(iii) which has an expiration date later than the earlier of (A) the date one (1) year after the date of Issuance or (B) the Business Day next preceding the Revolving Credit Termination Date, provided that it is agreed and understood that notwithstanding the termination of issue any Facility Letter of Credit pursuant to its termsif, after giving effect thereto, the beneficiary under LC Exposure would exceed $35,000,000 (or such Letter greater amount as may be increased in connection with any Incremental Commitment with the consent of Credit mayall Issuing Lenders), in accordance with applicable law, continue to make drawings thereunderor the Total Exposure plus the amount of all outstanding Competitive Bid Loans would exceed the Aggregate Commitments; or
(iv) issue any Facility Letter of Credit having an expiration date (including after giving effect to the third sentence in the definition of “LC Exposure”), or containing automatic extension provisions to extend such date, to a date which is later than five (5) Business Days prior to the Facility Termination Date (subject to the provisions set forth below). The Borrower may, at any time and from time to time, reduce the Letter of Credit Commitment of any Issuing Lender with the consent of such Issuing Lender; provided that the Borrower shall not reduce the Letter of Credit Commitment of any Issuing Lender if, after giving effect of such reduction, the conditions set forth in clauses (i) through (iv) above shall not be satisfied. Notwithstanding the foregoing conditions contained in 2A.2(iv) above, a currency Facility Letter of Credit may have an expiration date that is up to two (2) years after the maturity of the Facility provided that not later than forty-five (45) days prior to such maturity, Borrower provides cash or other than (A) an Available Currency with respect collateral reasonably acceptable to all Lenders in the full amount available to be drawn under all Facility Letters of Credit requested by with expiration dates after the Domestic Borrowers and (B) Dollars or Canadian Dollars with respect to Letters maturity date of the Facility. Any such collateral shall be held in the Letter of Credit requested by the Canadian Borrower; or
(v) the Issuance and terms of which is governed by the laws of any jurisdiction other than the United States, Canada, the United Kingdom, France or any other jurisdiction which is approved by the Agent and the applicable Issuing BankCollateral Account.
Appears in 1 contract
Types and Amounts. An Issuing Bank shall not have any obligation to Issue, and shall not, except as otherwise agreed by the Requisite Lenders and Issuing Bank (except with respect to any notification received by an Issuing Bank pursuant to Section SECTION 2.02(a)(ii)(A), which shall require the agreement of all of the Lenders and the Issuing Bank), Issue any Letter of Credit at any time:
(i) if the aggregate Letter of Credit Obligations with respect to such Issuing Bank, after giving effect to the Issuance of the Letter of Credit requested hereunder, shall exceed any limit imposed by law or regulation upon such Issuing Bank;
(ii) if the Issuing Bank receives notice (A) from the Administrative Agent at or before 11:00 a.m. (New York or Toronto London time, as applicable, with respect to a Letter of Credit Issued under the Domestic Facility or the Multicurrency Facility, respectively) 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, the Revolving Credit Obligations Facility Outstandings in respect of the U.S. Domestic Facility or the Canadian Multicurrency Facility, as applicable, at such time would exceed the Maximum Revolving Credit Amount for such Credit Facility or (B) from any of the Lenders at or before 11:00 a.m. (New York or Toronto London time, as applicable, with respect to a Letter of Credit Issued under the Domestic Facility or the Multicurrency Facility, respectively) on the date of the proposed Issuance of such Letter of Credit that one or more of the conditions precedent con tained contained in Sections SECTIONS 5.01 (solely with respect to an Issuance of a Letter of Credit on the Closing Date) or and 5.02 would not on such date be satisfied (or waived pursuant to Section 13.07SECTION 14.07), unless such conditions are thereafter satisfied or waived and notice of such satisfaction or waiver is given to the Issuing Bank by the Administrative Agent (and an Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Sections SECTIONS 5.01 or 5.02, as applicable, have been satisfied or waived);
(iii) which has an expiration date later than the earlier of (A) the date one (1) year after the date of Issuance or (B) the Business Day next preceding the Revolving Credit Termination Date, provided that it is agreed and understood that notwithstanding the termination of any Letter of Credit pursuant to its terms, the beneficiary under such Letter of Credit may, in accordance with applicable law, continue to make drawings thereunder; or
(iv) which is in a currency other than (A) an Available Currency a Dollars with respect to Letters of Credit requested by the Domestic Borrowers and (B) Dollars or Canadian Dollars a Specified Foreign Currency with respect to Letters of Credit requested by the Canadian Borrower; orMulticurrency Borrowers;
(v) the Issuance and terms of which is governed by the laws of any jurisdiction other than the United States, Canada, the United Kingdom, France England or any other jurisdiction which is approved by the Administrative Agent and the applicable Issuing Bank; or
(vi) of which the date of Issuance is less than eleven (11) Business Days before the Termination Date.
Appears in 1 contract
Samples: Credit Agreement (Hyster Overseas Capital Corp LLC)
Types and Amounts. An Issuing Bank shall not have any obligation to Issue, and shall not, except as otherwise agreed by the Requisite Lenders and such Issuing Bank (except with respect to any notification received by an Issuing Bank pursuant to Section 2.02(a)(ii)(A), which shall require the agreement of all of the Lenders and the such Issuing Bank), Issue any Letter of Credit at any time:
(i) if the aggregate Letter of Credit Obligations with respect to such Issuing Bank, after giving effect to the Issuance of the Letter of Credit requested hereunder, shall exceed any limit imposed by law or regulation upon such Issuing Bank;
(ii) if the such Issuing Bank receives notice (A) from the Administrative Agent at or before 11:00 a.m. (New York or Toronto London time, as applicable, with respect to a Letter of Credit Issued under the Domestic Facility or the Multicurrency Facility, respectively) 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, the Revolving Credit Obligations Facility Outstandings in respect of the U.S. Domestic Facility or the Canadian Multicurrency Facility, as applicable, at such time would exceed the Maximum Revolving Credit Amount for such Credit Facility or (B) from any of the Lenders at or before 11:00 a.m. (New York or Toronto London time, as applicable, with respect to a Letter of Credit Issued under the Domestic Facility or the Multicurrency Facility, respectively) on the date of the proposed Issuance of such Letter of Credit that one or more of the conditions precedent con tained contained in Sections 5.01 (solely with respect to an Issuance of a Letter of Credit on the Closing Date) or and 5.02 would not on such date be satisfied (or waived pursuant to Section 13.0714.07), unless such conditions are thereafter satisfied or waived and notice of such satisfaction or waiver is given to the such Issuing Bank by the Administrative Agent (and an Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Sections 5.01 or 5.02, as applicable, have been satisfied or waived);
(iii) which has an expiration date later than the earlier of (A) the date one (1) year after the date of Issuance or (B) the Business Day next preceding the Revolving Credit Termination Date; provided, provided that it is agreed and understood that notwithstanding a Letter of Credit may have an expiration date later than the termination of Business Day next preceding the Termination Date or any date within one year after the Issuance date therefor so long as, with respect to any Letter of Credit pursuant to its termsthat would expire after the Termination Date, the beneficiary under Borrowers, at least five Business Days prior to the Termination Date, satisfy the Letter of Credit Cash Collateralization Conditions in respect of such Letter of Credit; provided, further, that, with respect to any Letter of Credit which remains outstanding following the Termination Date, no such amount posted as collateral in respect of any such Letter of Credit may, shall be returned to the Borrowers until such Letter of Credit has expired or been replaced or all Obligations with respect to such Letter of Credit have been paid in accordance with applicable law, continue to make drawings thereunder; orfull or terminated.
(iv) which is in a currency other than (A) an Available Currency a Dollars with respect to Letters of Credit requested by the Domestic Borrowers and (B) Dollars or Canadian Dollars a Specified Foreign Currency with respect to Letters of Credit requested by the Canadian Borrower; orMulticurrency Borrowers;
(v) the Issuance and terms of which is governed by the laws of any jurisdiction other than the United States, Canada, the United Kingdom, France England or any other jurisdiction which is approved by the Administrative Agent and the applicable Issuing Bank; or
(vi) of which the date of Issuance is less than eleven (11) Business Days before the Termination Date.
Appears in 1 contract
Types and Amounts. An The Issuing Bank shall not have any obligation to Issue, and shall not, except as otherwise agreed by the Requisite Lenders and Issuing Bank (except with respect to any notification received by an Issuing Bank pursuant to Section 2.02(a)(ii)(A), which shall require the agreement of all of the Lenders and the Issuing Bank), not Issue any Letter of Credit at any time:
(i) if the aggregate Letter of Credit Obligations with respect to such the Issuing Bank, after giving effect to the Issuance of the Letter of Credit requested hereunder, shall exceed $40,000,000 or any limit imposed by law or regulation upon such the Issuing Bank;
(ii) if the Issuing Bank receives written notice (A) from the Administrative Agent or the Borrowers at or before 11:00 a.m. 2:00 p.m. (New York or Toronto time) on the Business Day immediately preceding the date of the proposed Issuance of such Letter of Credit that, that immediately after giving effect to the Issuance of such Letter of Credit, (1) the Letter of Credit Obligations at such time would exceed $40,000,000 or (2) the Revolving Credit Obligations in respect of the U.S. Facility or the Canadian Facility, as applicable, at such time would exceed the Maximum Revolving Credit Amount for at such Credit Facility time, or (B) from any of the Lenders at or before 11:00 a.m. (New York or Toronto time) on the date of the proposed Issuance of such Letter of Credit that one or more of the conditions precedent con tained contained in Sections Section 5.01 (solely with respect to an Issuance of a Letter of Credit on the Closing Date) or 5.02 5.02, as applicable, would not on such date be satisfied (or waived pursuant to Section 13.07), unless such conditions are thereafter satisfied or waived and written notice of such satisfaction or waiver is given to the Issuing Bank by the Administrative Agent (and an the Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Sections Section 5.01 or 5.02, as applicable, have been satisfied or waived);; or
(iii) which has an expiration date later than the earlier of (A) the date one (1) year after which occurs 210 days following the date of Issuance with respect to a Commercial Letter of Credit or a Usance Letter of Credit or the date which occurs 364 days following the date of Issuance with respect to a Standby Letter of Credit or (B) the date which is the thirtieth day immediately preceding the Commitment Termination Date with respect to a Commercial Letter of Credit, the date which is the sixtieth day immediately preceding the Commitment Termination Date with respect to a Usance Letter of Credit or the date which is the fifth Business Day next immediately preceding the Revolving Credit Commitment Termination DateDate with respect to a Standby Letter of Credit; provided, provided that it is agreed and understood that notwithstanding the termination of however, any Letter of Credit pursuant may expire on a date which is no later than the thirtieth day immediately following the Commitment Termination Date if the Borrowers give the Administrative Agent at the time such Letter of Credit is issued or its expiration date is extended Cash Collateral, on terms and conditions satisfactory to its termsthe Administrative Agent, in an amount equal to the beneficiary sum of (1) the maximum amount available to be drawn under such Letter of Credit may, in accordance with applicable law, continue to make drawings thereunder; or
and (iv2) which is in a currency other than (A) an Available Currency with respect to Letters the amount of Letter of Credit requested by the Domestic Borrowers and (B) Dollars or Canadian Dollars with respect to Letters of Credit requested by the Canadian Borrower; or
(v) the Issuance and terms of which is governed by the laws of any jurisdiction other than the United States, Canada, the United Kingdom, France or any other jurisdiction which is approved by the Agent and the Fees applicable Issuing Bankthereto.
Appears in 1 contract
