“Syndication Agent” means JPMorgan Chase Bank, N.A., in its capacity as syndication agent for the credit facility proven in this Agreement. (e) administration; Repayment by lenders. Upon receipt of a request for payment under such an LC FACILITY by the beneficiary of an LC Facility, the relevant LC Issuer shall inform the Managing Agent, the Borrower and any other lender of the amount to be paid by such LC Issuer under such claim and of the proposed payment date (the “LC Payment Date”). The responsibility of the relevant LC issuer to the borrower and each lender is solely to determine that the documents (including any payment requests) submitted under each LC facility and issued by that LC issuer as part of such presentation are consistent with that LC facility in all material respects. Each issuer of LC shall endeavour to exercise the same care in the issuance and management of its LCs of the Facility as in letters of credit in which no participation is granted, as credit facilities are widely used in the financial market to provide financing for various purposes Companies often implement a credit facility as part of the closing of an equity financing round or the raising of funds by the sale of Shares of its assets. An important consideration for any business is how it will integrate debt into its capital structure while taking into account the parameters of its equity financing. Any withdrawal by Bank of America, N.A. as an administrative agent in accordance with this Article VI shall also constitute its withdrawal as an issuer lc and swingline lender. Si Bank of America, N.A.
terminates as an LC issuer, it retains all rights, powers, privileges and obligations of an LC issuer in respect of all facility LCs outstanding as LC issuers on the effective date of its withdrawal as LC issuer and all LC obligations relating thereto, including the right to require lenders to make loans or finance risk equity investments in accordance with Article 2.22(e). If Bank of America, N.A. when the Swingline Lender withdraws, it retains all rights of a Swingline Lender provided hereunder with respect to Swingline Loans made by It and outstanding on the effective date of such withdrawal, including the right to require Lenders to provide loans or finance risk participation in Swingline Loans outstanding in accordance with Section 2.05(c). Upon the appointment of a successor to an LC issuer or swingline lender by the borrower (whose successor is in any event a lender other than a defaulting lender), (a) that successor will become the successor of all rights, powers, privileges and obligations of the retiring LC issuer or swingline lender, as the case may be, (b) the outgoing LC issuer and the swingline lender will be affected by all their respective obligations and obligations. Released from obligations arising out of this Agreement or other Loan Documents, and (c) the next LC Issuer will issue letters of credit in lieu of LCs issued by the outgoing LC Issuer that are outstanding at the time of such succession, or other arrangements satisfactory to Bank of America to effectively assume Bank of America`s obligations, N.A. in respect of these Facility LCs. (a) Emissions. (i) Each LC issuer hereby agrees to issue confirmation and commercial letters of credit exclusively in dollars (each, including the LCs of the existing Facility, an “LC Facility”), to renew, extend, increase, reduce or otherwise modify any LC Facility (“Modification” and each of these measures, a “Modification”) and to take into account the drawings under the LCs of the Facility; from time to time during the Availability Period at the request of the Borrower, provided that immediately after the issuance, modification or use of each of these LC Facilities( (x) the total amount of outstanding LC bonds does not exceed $100,000,000, (y) a Lender`s revolving credit risk shall not exceed that Lender`s obligation and (z) the sum of all Lenders` revolving credit exposures shall not exceed may not exceed the sum of the obligations. Any request by the Borrower to issue or modify an LC Facility shall be deemed to constitute an assurance by the Borrower that the LC Facility or the modification or underwriting meets the conditions set out in the preceding sentence. Except to the extent permitted by Section 2.22(a)(ii) or 2.22(m), no LC Facility shall have an expiration date later than the date (x) twelve (12) months after the date of issue or the last renewal of such LC Facility (unless the required lenders have approved such expiration date) and (y) the fifth business day prior to the date of termination; provided that an LC facility (1) may provide for an extension for additional periods of up to twelve (12) months (which may in no case exceed the date indicated in the preceding sentence) and (2) may have a later expiry date (but in no case later than the date of one year after the date of termination) if the cash is guaranteed on the basis of a condition, which are reasonably satisfactory to the managing agent and the relevant LC issuer, and up to 105% of the nominal amount no later than fifteen (15) days before the date of termination. To the foregoing and subject to the terms and conditions contained herein, the Borrower`s ability153 to obtain LCs from the Facility is fully renewable and, therefore, the Borrower may receive Facility LCs in the preceding period to replace LCs of the Facility that have expired or have been drawn and repaid.
The letters of credit referred to in Annex 2.22 (the “Existing Facility LCs”) are deemed to have been issued pursuant to this Agreement on the Availability Date and are subject to the terms of this Agreement from the Availability Date. LC Facility or, in any event, a shorter period which may be agreed by the relevant LC issuer and the managing agent, in a particular case, indicating the name and address of the beneficiary, the proposed date of issue (or amendment) (which is a working day), the expiry date of this LC Facility, the amount of this LC Facility, the documents, which that beneficiary is required to provide in the event of a draw in connection with that draw, the full text of a certificate which he is required to provide in the event of a draw under this Facility, the subject matter and nature of the LC facility requested, the nature of the proposed change (in the event of a change) and any other information necessary for the establishment of such a LC FACILITY or that the LC issuer concerned may require. Upon receipt of such notice, (i) the relevant LC issuer will confirm to the management agent (by telephone or in writing) that the management agent has received a copy of such LC application from the borrower and, if not, that the LC issuer will provide a copy to the management agent and (ii) the management agent will inform each lender without undue delay. the content of that facility and the amount of the creditor`s participation153 in such a proposed LC facility. The issuance or modification of an LC facility by the LC issuer concerned shall be subject to the conditions precedent, in addition to the conditions precedent referred to in Article IV (the satisfaction of which is not determined by the LC issuer concerned), the conditions precedent that that facility Lc is sufficiently satisfactory for the LC issuer concerned and that a controller has signed and delivered this applicable agreement and/or any other arrangement. Instruments and arrangements relating to this LC facility that the relevant LC issuer or management agent has reasonably requested (each, an “LC facility application”). .