Common use of Expiration Date Clause in Contracts

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension), (ii) the date that is five Business Days prior to the Revolving Maturity Date and (iii) such later date agreed by the applicable Issuing Bank if arrangements acceptable to such Issuing Bank in its sole discretion have been made to cash collateralize the applicable Letter of Credit prior to the issuance thereof; provided, however, that any Letter of Credit may, upon the request of the Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of one year or less (but not beyond the date that is five Business Days prior to the Revolving Maturity Date) unless the applicable Issuing Bank notifies the beneficiary thereof at least 30 days prior to the then-applicable expiration date that such Letter of Credit will not be renewed. For the avoidance of doubt, if the Revolving Maturity Date shall be extended pursuant to Section 2.21, “Revolving Maturity Date” as referenced in this paragraph shall refer to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or any Letter of Credit issued thereby, may not be extended with respect to any Issuing Bank without the prior written consent of such Issuing Bank.

Appears in 6 contracts

Samples: Credit Agreement (YETI Holdings, Inc.), Credit Agreement (YETI Holdings, Inc.), Credit Agreement (YETI Holdings, Inc.)

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Expiration Date. Each No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than one (1) Business Day prior to the Revolving Credit Maturity Date. The foregoing notwithstanding, any standby Letter of Credit may, by its terms, be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank and the Agent on or prior to any date for notice of renewal set forth in such Letter of Credit (but in any event at least two (2) Business Days prior to the date of the proposed renewal of such standby Letter of Credit) and upon fulfillment of the applicable conditions set forth in Article III unless the Issuing Bank shall have notified the Borrower (with a copy to the Agent) on or prior to the date for notice of termination set forth in such Letter of Credit (but in any event at least thirty (30) Business Days prior to the date of automatic renewal) of its election not to renew such standby Letter of Credit (a “Notice of Termination”); provided that the terms of each standby Letter of Credit that is automatically renewable annually shall not permit the expiration date (after giving effect to any renewal) of such standby Letter of Credit in any event to be extended to a date later than one (1) Business Day before the Revolving Credit Maturity Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the Issuing Bank pursuant to the immediately preceding sentence, such standby Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension), (ii) the date that is five Business Days prior to the Revolving Maturity Date and (iii) such later date agreed by the applicable Issuing Bank if arrangements acceptable to such Issuing Bank in its sole discretion on which it otherwise would have been made to cash collateralize the applicable Letter of Credit prior to the issuance thereofautomatically renewed; provided, however, that any Letter even in the absence of Credit receipt of a Notice of Renewal, the Issuing Bank may, upon in its discretion unless instructed to the request of contrary by the Agent or the Borrower, include deem that a provision whereby Notice of Renewal had been timely delivered and, in such Letter case, a Notice of Credit Renewal shall be renewed automatically deemed to have been so delivered for additional consecutive periods of one year or less (but not beyond the date that is five Business Days prior to the Revolving Maturity Date) unless the applicable Issuing Bank notifies the beneficiary thereof at least 30 days prior to the then-applicable expiration date that such Letter of Credit will not be renewed. For the avoidance of doubt, if the Revolving Maturity Date shall be extended pursuant to Section 2.21, “Revolving Maturity Date” as referenced in all purposes under this paragraph shall refer to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or any Letter of Credit issued thereby, may not be extended with respect to any Issuing Bank without the prior written consent of such Issuing BankAgreement.

Appears in 6 contracts

Samples: Credit Agreement (Astronics Corp), Credit Agreement (Astronics Corp), Credit Agreement (Astronics Corp)

Expiration Date. Each Letter of Credit shall shall, except as provided below in this paragraph, expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension), ) and (ii) the date that is five Business Days prior to the Revolving Maturity Date and (iii) such later date agreed Date. Any Letter of Credit may provide by its terms that it may be extended for additional successive one-year periods under customary “evergreen” provisions on terms reasonably acceptable to the applicable Issuing Bank if arrangements acceptable to such Issuing Bank Bank; provided that, except as provided below in its sole discretion have been made to cash collateralize the applicable this paragraph, no Letter of Credit prior to the issuance thereof; provided, however, that any Letter of Credit may, upon the request of the Borrower, include a provision whereby such Letter of Credit shall may be renewed extended automatically for additional consecutive periods of one year or less (but not otherwise beyond the date that is five Business Days prior to the Revolving Maturity Date) unless . Notwithstanding the applicable foregoing, any Issuing Bank notifies in respect of any outstanding Letter of Credit may extend the beneficiary thereof at least 30 days prior to the then-applicable date of expiration date that of such Letter of Credit will not be renewed. For to a date after the avoidance of doubt, if date that is five Business Days prior to the Revolving Maturity Date shall on such terms and subject to such conditions as may be extended pursuant agreed to Section 2.21, “Revolving Maturity Date” as referenced in this paragraph shall refer to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrarybetween such Issuing Bank, the Revolving Maturity DateCompany and the applicable Borrower, as such term is used in reference and any agreement made by the Company or the applicable Borrower to any induce an Issuing Bank or so to extend the date of expiration of any Letter of Credit issued thereby, may not (i) shall be extended with respect set forth in a notice delivered by the Company to any Issuing Bank without the prior written consent Administrative Agent promptly after the extension of the date of expiration of such Letter of Credit and (ii) shall for all purposes of this Agreement be deemed to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit beyond the Maturity Date, will be deemed to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under such Letter of Credit after the Maturity Date.

Appears in 5 contracts

Samples: Credit Agreement (Molson Coors Beverage Co), Credit Agreement (Molson Coors Brewing Co), Credit Agreement (Molson Coors Brewing Co)

Expiration Date. Each In no event shall the expiration date of any Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is be more than one year after the date of the issuance of such Letter of Credit thereof (or, in the case of any renewal or extension thereof, one year after such renewal or extension), ) or (ii) the date that is be less than five Business Days prior to the Revolving Initial Scheduled Maturity Date and (iii) such later date agreed by the applicable Issuing Bank if arrangements acceptable or, with respect to such Issuing Bank in its sole discretion have been made to cash collateralize the applicable any Letter of Credit Issued by any Issuer that has consented to an Extension Request, if each of the conditions set forth in Section 2.21(b) with respect to such Extension Request shall have been satisfied, the applicable extended Maturity Date), unless cash collateralized or backstopped prior to the relevant date of issuance thereofpursuant to arrangements satisfactory to the applicable Issuer; provided, however, that any Letter of Credit maymay provide, upon in the request sole discretion of the Borrowerapplicable Issuer, include a provision whereby for the renewal thereof for additional periods less than or equal to one year, as long as, (x) on or before the expiration of each such term and each such period, each of the Applicant and the Issuer of such Letter of Credit shall be renewed automatically for additional consecutive periods of one year or less have the option to prevent such renewal and (but not beyond y) neither the date that is five Business Days prior Applicant nor the Issuer shall permit any such renewal to extend the Revolving Maturity Date) unless the applicable Issuing Bank notifies the beneficiary thereof at least 30 days prior to the then-applicable expiration date that such Letter of Credit will not be renewed. For the avoidance of doubt, if the Revolving Maturity Date shall be extended pursuant to Section 2.21, “Revolving Maturity Date” as referenced in this paragraph shall refer to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or any Letter of Credit issued therebybeyond the date set forth in clause (ii) above, unless cash collateralized or backstopped prior to the date of such renewal pursuant to arrangements satisfactory to the applicable Issuer. Subject to the foregoing clauses (x) and (y), if any Letter of Credit providing for the automatic renewal thereof has been Issued by any Issuer, the Lenders shall be deemed to have authorized (but may not be extended with respect require) such Issuer to any Issuing Bank without permit the prior written consent extension of such Issuing BankLetter of Credit.

Appears in 5 contracts

Samples: Revolving Credit Agreement (Alcoa Upstream Corp), Restatement Agreement (Alcoa Corp), Revolving Credit Agreement (Alcoa Inc.)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, the date to which it has been extended (not in excess of one year after such renewal or extensionfrom the last applicable expiry date), ) and (ii) the date that is five the fifth (5th) Business Days Day prior to the Revolving Maturity Date and (iii) Date; provided that if such later expiry date agreed by the applicable Issuing Bank if arrangements acceptable to is not a Business Day, such Issuing Bank in its sole discretion have been made to cash collateralize the applicable Letter of Credit shall expire at or prior to the issuance thereofclose of business on the next succeeding Business Day; provided, howeverfurther, that any Letter of Credit may, upon the request of the a Revolving Borrower, include a provision whereby such Letter of Credit shall be renewed or extended automatically for additional consecutive periods of one year or less (but not beyond the date that is five the fifth (5th) Business Days Day prior to the Revolving Maturity Date) unless the applicable Issuing Bank notifies the beneficiary thereof within the time period specified in such Letter of Credit or, if no such time period is specified, at least 30 thirty (30) days prior to the then-applicable expiration date date, that such Letter of Credit will not be renewedrenewed or extended; provided, further, that a Letter of Credit shall not be required to expire on such fifth (5th) Business Day prior to the Revolving Maturity Date if such Letter of Credit is cash collateralized or backstopped in an amount, by an institution and otherwise pursuant to arrangements, in each case reasonably acceptable to the applicable Issuing Bank. For the avoidance of doubt, if the Revolving Maturity Date shall be extended pursuant to Section 2.21, “Revolving Maturity Date” as referenced in this paragraph shall refer occurs prior to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or expiration of any Letter of Credit issued therebyas a result of the last proviso in the foregoing sentence, may not be extended then upon the taking of actions described in such proviso with respect to any Issuing Bank without such Letter of Credit, all participations in such Letter of Credit under the prior written consent of such Issuing Bankterminated Revolving Commitments shall terminate.

Appears in 5 contracts

Samples: Credit Agreement (Viasat Inc), Credit Agreement (Viasat Inc), Credit Agreement (Viasat Inc)

Expiration Date. Each Letter of Credit (other than the Bond Letter of Credit) shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, unless the Issuing Bank issuing such Letter of Credit otherwise agrees in the case of any renewal or extension thereof, one year after such renewal or extension), its sole discretion) and (ii) the date that is five Business Days prior to the Revolving Stated Maturity Date and (iii) such later date agreed by except to the applicable extent Cash Collateralized or backstopped pursuant to arrangements satisfactory to the relevant Issuing Bank if arrangements acceptable to such Issuing Bank when required in its sole discretion have been made to cash collateralize accordance with Section 2.05(l)). If the Borrower so requests in any applicable Letter of Credit Request, the Issuing Bank may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Issuing Bank, the Borrower shall not be required to make a specific request to the Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than the five Business Days prior to the issuance thereofStated Maturity Date; provided, however, that (i) the Issuing Bank shall not permit any Letter of Credit maysuch extension if the Issuing Bank has determined that it would not be permitted, upon the request of the Borroweror would have no obligation, include a provision whereby at such time to issue such Letter of Credit shall be renewed automatically for additional consecutive periods in its revised form (as extended) under the terms hereof (by reason of one year the provisions of clause (e) of this Section 2.05 or less otherwise pursuant to the terms hereof) and (but not beyond ii) an Issuing Bank may permit the extension of such Letter of Credit to an expiry date that is later than the five Business Days prior to the Revolving Stated Maturity Date) unless Date (but in any case to a date that is no later than twelve months since the applicable Issuing Bank notifies expiry date as of the beneficiary thereof at least 30 days prior to the thenlast auto-applicable expiration date extension), provided that such Letter of Credit will not be renewed. For the avoidance of doubt, if the Revolving Maturity Date shall be extended is Cash Collateralized or otherwise backstopped pursuant to Section 2.21, “Revolving Maturity Date” as referenced in this paragraph shall refer arrangements satisfactory to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any relevant Issuing Bank or any Letter of Credit issued thereby, may not be extended when required in accordance with respect to any Issuing Bank without the prior written consent of such Issuing BankSection 2.05(l).

Appears in 5 contracts

Samples: Revolving Credit Agreement (Kinder Morgan, Inc.), Revolving Credit Agreement (Kinder Morgan, Inc.), Revolving Credit Agreement (Kinder Morgan, Inc.)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (1) in the case of a Standby Letter of Credit, unless otherwise consented to by the Issuing Bank in its sole discretion, (x) (i) the date that is one year after the date of the issuance of such Standby Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) or (ii) such later date as requested by Borrower in the relevant application and (y) the date that is five days prior to the Revolving Maturity Date and (2) in the case of a Commercial Letter of Credit, (x) the date that is 180 days after the date of issuance of such Commercial Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (y) the date that is five days prior to the Revolving Maturity Date. If Borrower so requests in any Letter of Credit Request, the Issuing Bank may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal Letter of Credit”); provided that (i) any such Auto-Renewal Letter of Credit must permit the Issuing Bank to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued and (ii) the Issuing Bank will not permit the renewal of any Letter of Credit that would result in the expiration date of such Letter of Credit being later than the date that is five days prior to the Revolving Maturity Date. Unless otherwise directed by the Issuing Bank, Borrower shall not be required to make a specific request to the Issuing Bank for any such renewal. Once an Auto-Renewal Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) the Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the date that is five Business Days prior to the Revolving Maturity Date and (iii) such later date agreed by the applicable Issuing Bank if arrangements acceptable to such Issuing Bank in its sole discretion have been made to cash collateralize the applicable Letter of Credit prior to the issuance thereof; provided, however, that any Letter of Credit may, upon the request of the Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of one year or less (but not beyond the date that is five Business Days days prior to the Revolving Maturity Date) unless ; provided that the applicable Issuing Bank notifies shall not permit any such renewal if (x) the beneficiary thereof Issuing Bank has determined that it would have no obligation at least 30 days prior such time to the then-applicable expiration date that issue such Letter of Credit will not be renewed. For in its renewed form under the avoidance terms hereof (by reason of doubtthe provisions of Section 2.18(l) or otherwise), if or (y) it has received notice on or before the Revolving Maturity Date shall be extended day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this paragraph, (1) from the Administrative Agent that any Revolving Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 2.21, “Revolving Maturity Date” as referenced in this paragraph shall refer to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or any Letter of Credit issued thereby, may 4.01 are not be extended with respect to any Issuing Bank without the prior written consent of such Issuing Bankthen satisfied.

Appears in 5 contracts

Samples: Credit Agreement (Cpi International, Inc.), Credit Agreement (Cpi International, Inc.), Credit Agreement (Cpi International, Inc.)

Expiration Date. Each Letter of Credit shall expire (upon non-renewal or otherwise) at or prior to the close of business on the earlier of (i) subject to the next sentence, the date that which is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension), ) and (ii) the date that is five Business Days prior to the Revolving Maturity Date and (iii) such later date agreed by the applicable Issuing Bank if arrangements acceptable to such Issuing Bank in its sole discretion have been made to cash collateralize the applicable Letter of Credit prior to the issuance thereof; provided, however, that Expiration Date. If Borrower so requests in any Letter of Credit mayRequest, the Issuing Bank shall issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal Letter of Credit”); provided that any such Auto-Renewal Letter of Credit must permit the Issuing Bank to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the request of the Borrower, include a provision whereby time such Letter of Credit is issued. Unless otherwise directed by the Issuing Bank, Borrower shall not be required to make a specific request to the Issuing Bank for any such renewal. Once an Auto-Renewal Letter of Credit has been issued, the Revolving Lenders shall be renewed automatically for additional consecutive periods of one year or less deemed to have authorized (but may not beyond require) the date that is five Business Days prior to the Revolving Maturity Date) unless the applicable Issuing Bank notifies to permit the beneficiary thereof at least 30 days prior to the then-applicable expiration date that renewal of such Letter of Credit will at any time to an expiry date not be renewed. For later than the avoidance earlier of doubt, if (i) one year from the Revolving Maturity Date shall be extended pursuant to Section 2.21, “Revolving Maturity Date” as referenced in this paragraph shall refer to date of such renewal and (ii) the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or any Letter of Credit issued thereby, may not be extended with respect to any Expiration Date; provided that the Issuing Bank without shall not permit any such renewal if the prior written consent Issuing Bank has determined that it would have no obligation at such time to issue such Letter of such Issuing BankCredit in its renewed form under the terms hereof (by reason of the provisions of Section 2.18(l) or otherwise).

Appears in 4 contracts

Samples: Credit Agreement (CSG Systems International Inc), Credit Agreement (CSG Systems International Inc), Credit Agreement (CSG Systems International Inc)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension), ) and (ii) the date that is five Business Days prior to the Revolving Maturity Date and (iii) such later date agreed by the applicable Issuing Bank if arrangements acceptable to such Issuing Bank in its sole discretion have been made to cash collateralize the applicable Letter of Credit prior to the issuance thereofDate; provided, however, provided that any Letter of Credit may, may contain customary automatic renewal provisions agreed upon by the request Borrower and the applicable Issuing Bank pursuant to which the expiration date of the Borrower, include a provision whereby such Letter of Credit shall automatically be renewed automatically extended for additional consecutive periods a period of one year or less up to 12 months (but not beyond to a date later than the date set forth in clause (ii) above), subject to a right on the part of such Issuing Bank to prevent any such renewal from occurring by giving notice to the beneficiary in advance of any such renewal; and provided further that if there exist any Incremental Revolving Commitments having a maturity date later than the Revolving Maturity Date (the “Subsequent Maturity Date”), then, so long as the aggregate LC Exposure in respect of Letters of Credit expiring after the Revolving Maturity will not exceed the lesser of $25,000,000 and the aggregate amount of such Incremental Revolving Commitments, the Borrower may request the issuance of a Letter of Credit that shall expire at or prior to the close of business on the earlier of (A) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (B) the date that is five Business Days prior to the Revolving Subsequent Maturity Date) unless . Notwithstanding the applicable Issuing Bank notifies the beneficiary thereof at least 30 days prior to the then-applicable expiration date that such Letter of Credit will not be renewed. For the avoidance of doubtforegoing, if the Revolving Maturity Date shall be extended pursuant to Section 2.21, “Revolving Maturity Date” as referenced in this paragraph shall refer to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or any Letter of Credit issued therebyhereunder may, in the sole discretion of the applicable Issuing Bank, expire after the fifth Business Day prior to the Maturity Date (or the Subsequent Maturity Date) but on or before the date that is 90 days after the Maturity Date (or the Subsequent Maturity Date), provided that the Borrower hereby agrees that it shall provide cash collateral in an amount equal to 102% (or such other percentage as may not be extended agreed with the applicable Issuing Bank) of the LC Exposure in respect of any such outstanding Letter of Credit to any the applicable Issuing Bank without at least five Business Days prior to the prior written consent Maturity Date (or Subsequent Maturity Date, if applicable), which such amount shall be (A) deposited by the Borrower in an account with and in the name of such Issuing BankBank and (B) held by such Issuing Bank for the satisfaction of the Borrower’s reimbursement obligations in respect of such Letter of Credit until the expiration of such Letter of Credit. Any Letter of Credit issued with an expiration date beyond the fifth Business Day prior to the Maturity Date (or the Subsequent Maturity Date, as applicable) shall, to the extent of any undrawn amount remaining thereunder on the Maturity Date (or the Subsequent Maturity Date, if applicable), cease to be a “Letter of Credit” outstanding under this Agreement for purposes of the Revolving Lenders’ obligations to participate in Letters of Credit pursuant to paragraph (d) below.

Appears in 4 contracts

Samples: Credit Agreement (SVMK Inc.), Refinancing Facility Agreement (SVMK Inc.), Credit Agreement (Momentive Global Inc.)

Expiration Date. Each Letter of Credit shall expire (or be subject to termination by notice from the Issuing Bank that issued such Letter of Credit to the beneficiary thereof) at or prior to the close of business on the earlier of (i) the date that is one (1) year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one (1) year after such renewal or extension), ) and (ii) the date that is five Business Days thirty (30) days prior to the Revolving Maturity Date of the Revolving Facility (unless fully cash collateralized in a manner satisfactory to the Administrative Agent in compliance with the terms and (iiiconditions of Section 2.05(j) such later date agreed by the applicable Issuing Bank if arrangements acceptable to and such Issuing Bank in its sole discretion have been made to cash collateralize the applicable Letter of Credit not less than thirty (30) days prior to the issuance thereofthen-current Maturity Date of the Revolving Facility); provided, however, provided that any Letter of Credit may, upon with a one (1)-year term may provide for the request of automatic renewal thereof for additional one (1)-year periods (which shall in no event extend beyond the Borrower, include a provision whereby date referred to in clause (ii) above) so long as such Letter of Credit shall be renewed automatically for additional consecutive periods of one year or less permits such Issuing Bank to prevent any such extension at least once in each twelve (but not beyond 12)-month period (commencing with the date that is five Business Days of issuance of such Letter of Credit) by giving prior notice of non-renewal to the Revolving Maturity Date) unless the applicable Issuing Bank notifies the beneficiary thereof at least 30 not later than thirty (30) days prior to the then-applicable expiration date that of such Letter of Credit will not be renewed(the “Non-Extension Notice Date”). For the avoidance of doubt, if the Revolving Maturity Date shall be extended pursuant to Section 2.21, “Revolving Maturity Date” as referenced in this paragraph shall refer to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or any Once an automatic renewal Letter of Credit issued therebyhas been issued, may not the other Revolving Lenders shall be extended with respect deemed to any have authorized Issuing Bank without that issued such Letter of Credit to permit the prior written consent extension of such Letter of Credit at any time to an expiry date not later than the date referred to in clause (ii) above; provided that such Issuing BankBank shall not permit any such extension if it has received written notice on or before the day that is five (5) Business Days before the Non-Extension Notice Date from any Lender or the Administrative Agent that a Default or Event of Default has occurred and is continuing directing the Issuing Bank not to permit such extension.

Appears in 4 contracts

Samples: Credit and Term Loan Agreement (Four Corners Property Trust, Inc.), Lease Agreement (Four Corners Property Trust, Inc.), Credit and Term Loan Agreement (Four Corners Property Trust, Inc.)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension), ) and (ii) except as set forth below with respect to Collateralized Letters of Credit, the date that is five Business Days prior to the Revolving Maturity Date and applicable to Revolving Borrowings (iii) such later date agreed by the “LC Expiration Date”); provided that at the request of the applicable Borrower, any Letter of Credit may provide for automatic renewals for additional periods of up to one year subject to a right on the part of the applicable Issuing Bank if arrangements acceptable to prevent any such renewal from occurring by giving notice to the beneficiary during a specified period in advance of any such renewal, and the failure of such Issuing Bank to give such notice by the end of such period shall for all purposes hereof be deemed an extension of such Letter of Credit; provided further that in its sole discretion have been made no event shall any Letter of Credit, as extended from time to cash collateralize time, expire on any date following the LC Expiration Date. Notwithstanding clause (ii) of the preceding sentence, (A) any Collateralized Letter of Credit may, with the consent of the Issuing Bank that issued such Collateralized Letter of Credit, expire on any date following the LC Expiration Date and (B) any Letter of Credit that contains a customary “evergreen” provision may renew pursuant to such evergreen provision to an expiration date following the LC Expiration Date if such Letter of Credit becomes a Collateralized Letter of Credit at least 15 Business Days prior to the latest date upon which the applicable Issuing Bank would be entitled to terminate such Letter of Credit prior to the issuance thereof; provided, however, that any Letter of Credit may, upon the request of the Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of one year or less (but not beyond the date that is five Business Days prior to the Revolving Maturity Date) unless the applicable Issuing Bank notifies the beneficiary thereof at least 30 days prior to the then-applicable expiration date that such Letter of Credit will not be renewed. For the avoidance of doubt, if the Revolving Maturity Date shall be extended its automatic renewal pursuant to Section 2.21, such Revolving Maturity Dateevergreenas referenced in this paragraph shall refer to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or any Letter of Credit issued thereby, may not be extended with respect to any Issuing Bank without the prior written consent of such Issuing Bankprovision.

Appears in 3 contracts

Samples: Credit Agreement (Agilent Technologies, Inc.), Credit Agreement (Agilent Technologies, Inc.), Credit Agreement (Agilent Technologies Inc)

Expiration Date. Each Letter of Credit shall expire (or be subject to termination by notice from the Issuing Bank that issued such Letter of Credit to the beneficiary thereof) at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension), which renewals or extensions, subject to clause (ii) hereof, may be automatic pursuant to the terms of such Letter of Credit so long as such Issuing Bank shall have the right to prevent such renewal or extension at least once in each twelve month period) and (ii) the date that is five Business Days prior to the Revolving Maturity Date and (iii) such later date agreed by Date. Notwithstanding the applicable Issuing Bank if arrangements acceptable to such Issuing Bank in its sole discretion have been made to cash collateralize the applicable foregoing, a Letter of Credit prior to the issuance thereof; provided, however, that any Letter of Credit may, upon the request of the Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of one year or less (but not beyond the may have an expiration date that is five Business Days prior to the Revolving Maturity Datenot more than twelve (12) unless the applicable Issuing Bank notifies the beneficiary thereof at least 30 days prior to the then-applicable expiration date that such Letter of Credit will not be renewed. For the avoidance of doubt, if months after the Revolving Maturity Date so long as (x) the Borrower shall be extended provide cash collateral to the Administrative Agent pursuant to and in accordance with Section 2.21, “Revolving Maturity Date” as referenced in this paragraph shall refer 2.06(j) on or prior to forty-five (45) days before the then-current Revolving Maturity Date as extended pursuant in an amount equal to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document 102% of the LC Exposure with respect to the contrary, all such Letters of Credit with expiry dates after the Revolving Maturity Date, as (y) the obligations of the Borrower under this Section 2.06 in respect of such term is used in reference to any Issuing Bank or any Letter Letters of Credit issued therebyshall survive the Revolving Maturity Date and shall remain in effect until no such Letters of Credit remain outstanding and (z) each Lender shall remain obligated hereunder, may not to the extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be extended with respect returned to any Issuing Bank without the prior written consent Borrower by the Administrative Agent after the Revolving Maturity Date until no such Letters of such Issuing BankCredit remain outstanding.

Appears in 3 contracts

Samples: Revolving Credit and Term Loan Agreement (Brixmor Operating Partnership LP), Revolving Credit and Term Loan Agreement (Brixmor Operating Partnership LP), Revolving Credit Agreement (Brixmor Operating Partnership LP)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension), ) and (ii) the date that is five Business Days prior to the Revolving Maturity Date Date; provided any Letter of Credit may expire after such date with the consent of the applicable Issuing Bank and (iii) if such later Letter of Credit is cash collateralized or backstopped from and after such date in a manner reasonably agreed to by the applicable Issuing Bank if arrangements acceptable and the Administrative Agent (it being understood that each Lender’s participation obligations with respect to such Issuing Bank in its sole discretion have been made to cash collateralize the applicable any Letter of Credit prior shall terminate upon the latest Revolving Maturity Date applicable to the issuance thereofsuch Lender unless otherwise consented to by such Lender); provided, however, provided that any Letter of Credit may, may contain customary automatic renewal provisions agreed upon by the request applicable Borrower and the applicable Issuing Bank pursuant to which the expiration date of the Borrower, include a provision whereby such Letter of Credit shall automatically be renewed automatically extended for additional consecutive periods a period of one year or less up to 12 months (but not beyond to a date later than the date set forth in clause (ii) above), subject to a right on the part of such Issuing Bank to prevent any such renewal from occurring by giving notice to the beneficiary in advance of any such renewal; and provided further that if there exist any Extended Revolving Commitments having a maturity date later than the Revolving Maturity Date (the “Subsequent Maturity Date”), then, so long as the aggregate LC Exposure in respect of Letters of Credit expiring after the Revolving Maturity Date will not exceed the lesser of the Letter of Credit Sublimit and the aggregate amount of such Extended Revolving Commitments, the Borrower Representative may request the issuance of a Letter of Credit that shall expire at or prior to the close of business on the earlier of (A) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (B) the date that is five Business Days prior to the Revolving Subsequent Maturity Date) unless the applicable Issuing Bank notifies the beneficiary thereof at least 30 days prior to the then-applicable expiration date that such Letter of Credit will not be renewed. For the avoidance of doubt, if the Revolving Maturity Date shall be extended pursuant to Section 2.21, “Revolving Maturity Date” as referenced in this paragraph shall refer to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or any Letter of Credit issued thereby, may not be extended with respect to any Issuing Bank without the prior written consent of such Issuing Bank.

Appears in 3 contracts

Samples: Credit Agreement (Ingevity Corp), Incremental Facility Agreement (Ingevity Corp), Credit Agreement (Ingevity Corp)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension), ) and (ii) the date that is five (5) Business Days prior to the Revolving Maturity Date and with respect to the Revolving Commitments pursuant to which issued (iii) or if any Extended Revolving Commitments, Incremental Revolving Commitments or Other Refinancing Revolving Commitments are outstanding, the last Maturity Date applicable thereto (so long as the aggregate amount of such later date Letters of Credit are not in excess of such commitments)); provided that any Letter of Credit may contain customary automatic renewal provisions agreed upon by the applicable respective Borrower and the Issuing Bank if arrangements acceptable pursuant to which the expiration date of such Issuing Bank Letter of Credit (an “Auto Renewal Letter of Credit”) shall automatically be extended for consecutive periods of up to twelve (12) months (but not to a date later than the date set forth in its sole discretion have been made clause (ii) above) (it being understood and agreed that no Existing Letter of Credit will be so renewed unless the respective issuer has agreed to cash collateralize the applicable renewal of such Existing Letter of Credit prior to the issuance thereofClosing Date); provided, however, provided that any such Auto Renewal Letter of Credit may, must permit the Issuing Bank to prevent any such renewal at least once in each twelve month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day in each such twelve month period to be agreed upon at the request of the Borrower, include a provision whereby time such Letter of Credit is issued. Unless otherwise directed by the Issuing Bank, the respective Borrower shall not be required to make a specific request to the Issuing Bank for any such renewal. Once an Auto Renewal Letter of Credit has been issued, the Lenders shall be renewed automatically for additional consecutive periods of one year or less deemed to have authorized (but may not beyond require) the date that is five Business Days prior to the Revolving Maturity Date) unless the applicable Issuing Bank notifies to permit the beneficiary thereof at least 30 days prior to the then-applicable expiration date that renewal of such Letter of Credit will at any time to an expiry date not be renewed. For the avoidance of doubt, if the Revolving Maturity Date shall be extended pursuant to Section 2.21, “Revolving later than such Maturity Date” as referenced in this paragraph shall refer to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or any Letter of Credit issued thereby, may not be extended with respect to any Issuing Bank without the prior written consent of such Issuing Bank.

Appears in 3 contracts

Samples: Credit Agreement (Endo International PLC), Assignment and Assumption (Endo International PLC), Credit Agreement (Endo International PLC)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in subject to the case provisions of any renewal or extension thereof, one year after such renewal or extensionthis Section 2.05(c), and (ii) the date that is five Business Days prior to the Revolving Maturity Date and (iii) applicable to the Class of Revolving Commitments with the Latest Maturity Date held by the Issuing Bank which issued such later date agreed by Letter of Credit). If the Borrower so requests in any applicable letter of credit application, the applicable Issuing Bank if arrangements acceptable to such Issuing Bank may, in its sole discretion have been made discretion, agree to cash collateralize the applicable issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued, but not less than 30 days prior to the issuance scheduled expiration or renewal thereof. Unless otherwise directed by the Issuing Bank, the Borrower shall not be required to make a specific request to the Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) the Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than the date set forth in clause (ii) above; provided, however, that the applicable Issuing Bank shall not permit any Letter of Credit maysuch extension if (A) such Issuing Bank has determined that it would not be permitted, upon the request of the Borrower, include a provision whereby or would have no obligation at such time to issue such Letter of Credit shall in its revised form (as extended) under the terms hereof, or (B) it has received notice (which may be renewed automatically for additional consecutive periods of one year by telephone or less (but not beyond in writing) on or before the date day that is five seven Business Days prior before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Revolving Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Revolving Maturity Date) unless Lender or the Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing the Issuing Bank notifies the beneficiary thereof at least 30 days prior not to the then-applicable expiration date that permit such Letter of Credit will not be renewed. For the avoidance of doubt, if the Revolving Maturity Date shall be extended pursuant to Section 2.21, “Revolving Maturity Date” as referenced in this paragraph shall refer to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or any Letter of Credit issued thereby, may not be extended with respect to any Issuing Bank without the prior written consent of such Issuing Bankextension.

Appears in 3 contracts

Samples: Credit Agreement (Rite Aid Corp), Credit Agreement (Rite Aid Corp), Credit Agreement (Rite Aid Corp)

Expiration Date. Each Letter of Credit shall shall, except as provided below in this paragraph, expire (or be subject to termination by notice from the applicable Issuing Lender to the beneficiary thereof) at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension), ) and (ii) the date that is five Business Days prior to the Revolving Maturity Date and (iii) such later date agreed Date. Any Letter of Credit may provide by its terms that it may be extended for additional successive one-year periods under customary “evergreen” provisions on terms reasonably acceptable to the applicable Issuing Bank if arrangements acceptable to such Issuing Bank Lender; provided that, except as provided below in its sole discretion have been made to cash collateralize the applicable this paragraph, no Letter of Credit prior to the issuance thereof; provided, however, that any Letter of Credit may, upon the request of the Borrower, include a provision whereby such Letter of Credit shall may be renewed extended automatically for additional consecutive periods of one year or less (but not otherwise beyond the date that is five Business Days prior to the Revolving Maturity Date) unless . Notwithstanding the applicable foregoing, any Issuing Bank notifies Lender in respect of any outstanding Letter of Credit may extend the beneficiary thereof at least 30 days prior to the then-applicable date of expiration date that of such Letter of Credit will not be renewed. For to a date after the avoidance of doubt, if date that is five Business Days prior to the Revolving Maturity Date shall on such terms and subject to such conditions as may be extended pursuant agreed to Section 2.21between such Issuing Lender and the Company, “Revolving Maturity Date” as referenced in this paragraph shall refer and any agreement made by the Company to induce an Issuing Lender so to extend the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or date of expiration of any Letter of Credit issued thereby, may not (i) shall be extended with respect set forth in a notice delivered by the Company to any Issuing Bank without the prior written consent Administrative Agent promptly after the extension of the date of expiration of such Letter of Credit and (ii) shall for all purposes of this Agreement be deemed to be a covenant contained in Article V hereof. Each Issuing BankLender, by extending the date of expiration of any Letter of Credit beyond the Maturity Date, will be deemed to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under such Letter of Credit after the Maturity Date.

Appears in 3 contracts

Samples: Credit Agreement (Sherwin Williams Co), Credit Agreement (Sherwin Williams Co), Credit Agreement (Sherwin Williams Co)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier date specified therein; provided that no Issuing Bank shall be required to issue, amend, extend or renew any Letter of (i) Credit if the expiration date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension), (ii) the date that is five Business Days prior to the Revolving Maturity Date and (iii) such later date agreed by the applicable Issuing Bank if arrangements acceptable to such Issuing Bank in its sole discretion have been made to cash collateralize the applicable Letter of Credit prior to the issuance thereof; provided, however, that any Letter of Credit may, upon the request of the Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of one year or less (but not extends beyond the date that is five Business Days prior to any Latest Maturity Date applicable to the Revolving RC Facility Commitments of any Class unless (i) the aggregate amount of the LC Exposure attributable to Letters of Credit expiring after any earlier arising Latest Maturity Date does not exceed the aggregate amount of the RC Facility Commitments then in effect that are scheduled to remain in effect until any applicable later arising Latest Maturity Date, (ii) unless the applicable all RC Facility Lenders and such Issuing Bank notifies have consented to such later maturity or (iii) the beneficiary thereof at least 30 days prior to the then-applicable expiration date that Borrower shall have caused such Letter of Credit will not to be renewed. For the avoidance (x) backstopped by a “back to back” letter of doubt, if the Revolving Maturity Date shall be extended pursuant credit reasonably satisfactory to Section 2.21, “Revolving Maturity Date” as referenced in this paragraph shall refer to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or (y) Cash Collateralized in accordance with Section 2.04(j), in each case, on or before the latest arising applicable Latest Maturity Date. No Issuing Bank shall be required to issue, amend, extend or renew any Letter of Credit issued therebyif the expiration date of such Letter of Credit extends beyond one year after the date of such issuance, may not be extended with respect to any amendment, extension or renewal unless such Issuing Bank without otherwise agrees; provided that any Letter of Credit may provide for the prior written consent automatic extension thereof for any number of such additional periods each of up to one or two years in duration (pursuant to arrangements reasonably satisfactory to the relevant Issuing Bank).

Appears in 3 contracts

Samples: First Lien Credit Agreement (Clarios International Inc.), First Lien Credit Agreement (Clarios International Inc.), First Lien Credit Agreement (Clarios International Inc.)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension), ) and (ii) 365 days (such 365th day, the date that is five Business Days prior to “LC Outside Date”) after the Revolving Maturity Date and (iii) such later date agreed by the applicable Issuing Bank if arrangements acceptable to such Issuing Bank in its sole discretion have been made to cash collateralize the applicable Letter of Credit prior to the issuance thereofDate; provided, however, provided that any Letter of Credit maywith a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (ii) above). Notwithstanding the foregoing, upon if the request date of the Borrowerrequired notification of intent to or not to renew or extend a Letter of Credit for an additional year (the “LC Notification Date”) occurs prior to the Maturity Date, include a provision whereby but such Letter of Credit, if extended or renewed for an additional year, would expire after the LC Outside Date, such notification may be given (in the case of any Letter of Credit that requires affirmative notification of intent to extend or renew) or withheld (in the case of any Letter of Credit that requires notification of intent not to extend or renew), and the maturity of such Letter of Credit shall be renewed automatically may extend for additional consecutive periods a period of up to one year or less (but not beyond following the date of such renewal or extension, provided that is five Business Days (A) on or prior to the Revolving Maturity LC Notification Date) unless , the applicable Issuing Bank notifies Borrower shall deposit cash in the beneficiary thereof at least 30 days prior Letter of Credit Account in an amount equal to the then-applicable expiration date that 105% of such Letter of Credit will not as collateral security for the Borrower’s reimbursement obligations in connection therewith, such cash to be renewed. For remitted to the avoidance Borrower upon and to the extent of doubtthe expiration, cancellation or other termination or satisfaction of such reimbursement obligations and (B) if requested by the Revolving Maturity Date Issuing Lender, the Borrower shall be extended pursuant to Section 2.21, “Revolving promptly (but in no event later than the Maturity Date” as referenced ) execute and deliver a letter of credit reimbursement agreement in this paragraph shall refer form and substance satisfactory to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything Issuing Lender in this Agreement (including Section 2.21 hereof) connection with such renewal or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or any Letter of Credit issued thereby, may not be extended with respect to any Issuing Bank without the prior written consent of such Issuing Bankextension.

Appears in 3 contracts

Samples: Loan and Guaranty Agreement (Delphi Corp), Loan and Guaranty Agreement (Delphi Corp), Loan and Guaranty Agreement

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension), ) and (ii) the date that is five Business Days prior to the Revolving Maturity Date and (iii) such later date agreed by Date. If the Borrower so requests in any applicable Letter of Credit application, the applicable Issuing Bank if arrangements acceptable to such Issuing Bank may, in its sole discretion have been made discretion, agree to cash collateralize the applicable issue a Letter of Credit prior to the issuance thereof; providedthat has automatic extension provisions, however, that any Letter of Credit may, upon the request of the Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of one year or less (but not beyond the date that is five Business Days prior to the Revolving Maturity Date) unless (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Bank, the Borrower shall not be required to make a specific request to such Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Bank notifies to permit the beneficiary thereof at least 30 days prior to the then-applicable expiration date that extension of such Letter of Credit will at any time to an expiry date not later than the fifth Business Day prior to the Revolving Maturity Date; provided, however, that such Issuing Bank shall not permit any such extension if (A) such Issuing Bank has determined that it would not be renewedpermitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (b) or (c) of this Section 2.04 or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such Issuing Bank not to permit such extension. For the avoidance of doubt, if the Revolving Maturity Date shall be extended pursuant to Section 2.21, “Revolving Maturity Date” as referenced in this paragraph shall refer to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or any Letter of Credit issued thereby, may not be extended with respect to any Issuing Bank without the prior written consent of such Issuing Bank.

Appears in 3 contracts

Samples: Credit Agreement (Crown Castle International Corp), Credit Agreement (Crown Castle International Corp), Credit Agreement (Crown Castle International Corp)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension), ) and (ii) except as set forth below with respect to Collateralized Letters of Credit, the date that is five Business Days prior to the Revolving Maturity Date and (iii) such later date agreed by the “LC Expiration Date”); provided that at the request of the applicable Borrower, any Letter of Credit may provide for automatic renewals for additional periods of up to one year subject to a right on the part of the applicable Issuing Bank if arrangements acceptable to prevent any such renewal from occurring by giving notice to the beneficiary during a specified period in advance of any such renewal, and the failure of such Issuing Bank to give such notice by the end of such period shall for all purposes hereof be deemed an extension of such Letter of Credit; provided further that in its sole discretion have been made no event shall any Letter of Credit, as extended from time to cash collateralize time, expire on any date following the LC Expiration Date. Notwithstanding clause (ii) of the preceding sentence, (A) any Collateralized Letter of Credit may, with the consent of the Issuing Bank that issued such Collateralized Letter of Credit, expire on any date following the LC Expiration Date and (B) any Letter of Credit that contains a customary “evergreen” provision may renew pursuant to such evergreen provision to an expiration date following the LC Expiration Date if such Letter of Credit becomes a Collateralized Letter of Credit at least 15 Business Days prior to the latest date upon which the applicable Issuing Bank would be entitled to terminate such Letter of Credit prior to the issuance thereof; provided, however, that any Letter of Credit may, upon the request of the Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of one year or less (but not beyond the date that is five Business Days prior to the Revolving Maturity Date) unless the applicable Issuing Bank notifies the beneficiary thereof at least 30 days prior to the then-applicable expiration date that such Letter of Credit will not be renewed. For the avoidance of doubt, if the Revolving Maturity Date shall be extended its automatic renewal pursuant to Section 2.21, such Revolving Maturity Dateevergreenas referenced in this paragraph shall refer to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or any Letter of Credit issued thereby, may not be extended with respect to any Issuing Bank without the prior written consent of such Issuing Bankprovision.

Appears in 3 contracts

Samples: Credit Agreement (Agilent Technologies Inc), Credit Agreement (Agilent Technologies Inc), Credit Agreement (Agilent Technologies Inc)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension), ) and (ii) the date that is five Business Days prior to the Revolving Maturity Date and (iii) such later date agreed by the applicable Issuing Bank if arrangements acceptable to such Issuing Bank in its sole discretion have been made to cash collateralize the applicable Letter of Credit prior to the issuance thereofTermination Date; provided, however, provided that any Letter of Credit maymay provide for the renewal thereof for additional periods not to exceed one year (which in no event extend beyond the date referred to in clause (ii) above). Notwithstanding the foregoing, upon the request Issuing Bank, in its sole discretion, may issue one or more Letters of Credit, each with an expiration date extending beyond the Termination Date (each a “Designated Letter of Credit” and, collectively, the “Designated Letters of Credit”); provided that on or before the Termination Date, to the extent that any Designated Letter of Credit remains outstanding, the applicable Borrower shall Cash Collateralize the aggregate then undrawn and unexpired amount of all Designated Letters of Credit outstanding at such time. For purposes hereof, “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, until the cause for such cash collateral no longer exists, for the benefits of the BorrowerIssuing Bank and the Lenders, include a provision whereby as collateral for the outstanding Designated Letters of Credit, cash or deposit accounts balances in an amount equal to the aggregate then undrawn and unexpired amount of all Designated Letters of Credit outstanding at such time pursuant to documentation in form and substance reasonable satisfactory to the Administrative Agent and the Issuing Bank. In the event that the applicable Borrower fails to Cash Collateralize the outstanding Designated Letters of Credit by the Termination Date, each such outstanding Designated Letter of Credit shall automatically be renewed automatically for additional consecutive periods deemed drawn in full and such Borrower shall be deemed to have requested a Revolving Credit Advance to be funded by the Lenders on the Termination Date to reimburse such drawing (with the proceeds of one year or less (but not beyond the date that is five Business Days prior such Revolving Credit Advance being used to the Revolving Maturity Date) unless the applicable Issuing Bank notifies the beneficiary thereof at least 30 days prior to the then-applicable expiration date that such Letter Cash Collateralize outstanding Designated Letters of Credit will not be renewedas set forth above) in accordance with Section 2.03(d). For The funding by a Lender of its pro rata share of such Revolving Credit Advance to Cash Collateralize the avoidance outstanding Designated Letters of doubt, if Credit on the Revolving Maturity Termination Date shall be extended pursuant to Section 2.21, “Revolving Maturity Date” as referenced deemed payment by such Lender in this paragraph shall refer to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything respect of its participation in this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as each such term is used in reference to any Issuing Bank or any Designated Letter of Credit issued thereby, may not be extended with respect to any Issuing Bank without the prior written consent of such Issuing BankCredit.

Appears in 3 contracts

Samples: Credit Agreement (Rayonier Inc), Subsidiary Guarantee Agreement (Rayonier Inc), Credit Agreement (Rayonier Inc)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension), ) and (ii) the date that is five Business Days prior to the Revolving Maturity Date and (iii) unless such later date agreed by Letters of Credit have been cash collateralized or backstopped on or prior to such fifth Business Day pursuant to arrangements reasonably satisfactory to the applicable Issuing Bank if arrangements acceptable to such Issuing Bank in its sole discretion have been made to cash collateralize the applicable Letter of Credit prior to the issuance thereofBank); provided, however, provided that (x) any Letter of Credit may, upon the request of the Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of one year or less (but not beyond the date that is five Business Days prior to the Revolving Maturity DateDate (unless such Letters of Credit have been cash collateralized or backstopped on or prior to such fifth Business Day pursuant to arrangements reasonably satisfactory to the applicable Issuing Bank)) unless the applicable Issuing Bank notifies the beneficiary thereof at least 30 days prior to the then-applicable expiration date that such Letter of Credit will not be renewedrenewed and (y) clause (c)(i) above shall not apply to a Letter of Credit if such long-dated Letter of Credit is consented to by the applicable Issuing Bank. For the avoidance of doubt, if the Revolving Maturity Date in respect of any Class of Revolving Commitments shall be extended pursuant to Section 2.212.22, “Revolving Maturity Date” as referenced in this paragraph shall refer refer, with respect to the Class of Letters of Credit associated with such Class of Revolving Commitments, to the Revolving Maturity Date in respect of any Class of Revolving Commitments as extended pursuant to Section 2.212.22; provided that, notwithstanding anything in this Agreement (including Section 2.21 2.22 hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or any Letter of Credit issued thereby, may not be extended with respect to any Issuing Bank without the prior written consent of such Issuing Bank.

Appears in 3 contracts

Samples: Credit Agreement (Resideo Technologies, Inc.), Credit Agreement (Resideo Technologies, Inc.), Amendment and Restatement Agreement (Resideo Technologies, Inc.)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension), ) and (ii) the date that is five Business Days prior to the Revolving Maturity Date and (iii) unless such later date agreed by Letters of Credit have been cash collateralized or backstopped on or prior to such fifth Business Day pursuant to arrangements reasonably satisfactory to the applicable Issuing Bank if arrangements acceptable to such Issuing Bank in its sole discretion have been made to cash collateralize the applicable Letter of Credit prior to the issuance thereofBank); provided, however, provided that (x) any Letter of Credit may, upon the request of the Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of one year or less (but not beyond the date that is five Business Days prior to the Revolving Maturity DateDate (unless such Letters of Credit have been cash collateralized or backstopped on or prior to such fifth Business Day pursuant to arrangements reasonably satisfactory to the applicable Issuing Bank)) unless the applicable Issuing Bank notifies the beneficiary thereof at least 30 days (or such other longer period specified in the applicable Letter of Credit) prior to the then-applicable expiration date that such Letter of Credit will not be renewedrenewed and (y) clause (c)(i) above shall not apply to a Letter of Credit if such long-dated Letter of Credit is consented to by the applicable Issuing Bank. For the avoidance of doubt, if the Revolving Maturity Date in respect of any Class of Revolving Commitments shall be extended pursuant to Section 2.212.22, “Revolving Maturity Date” as referenced in this paragraph shall refer refer, with respect to the Class of Letters of Credit associated with such Class of Revolving Commitments, to the Revolving Maturity Date in respect of any Class of Revolving Commitments as extended pursuant to Section 2.212.22; provided that, notwithstanding anything in this Agreement (including Section 2.21 2.22 hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or any Letter of Credit issued thereby, may not be extended with respect to any Issuing Bank without the prior written consent of such Issuing Bank.

Appears in 3 contracts

Samples: Credit Agreement (Arconic Inc.), Credit Agreement (Arconic Rolled Products Corp), Zimvie Credit Agreement (ZimVie Inc.)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension), ) and (ii) the date that is five Business Days prior to the Revolving Maturity Date for Revolving Loans; provided that (A) any Letter of Credit may contain customary automatic renewal provisions agreed upon by the Borrower and the applicable Issuing Bank pursuant to which the expiration date shall be automatically extended for a period of up to 12 months (but not to a date later than the date set forth in clause (ii) above), subject to a right on the part of such Issuing Bank to prevent any such renewal from occurring by giving notice to the beneficiary by a specified time in advance of any such renewal; provided, further, that (1) the applicable Issuing Bank shall not be obligated to extend any such Letter of Credit if it has received written notice that a Default or an Event of Default has occurred and is continuing at the time the Issuing Bank must elect to allow such extension, or (2) in the event there is a Revolving Lender that is a Defaulting Lender, the Issuing Bank shall not be required to issue, renew or extend any Letter of Credit to the extent (x) the Defaulting Lender’s Applicable Aggregate Revolving Percentage of the aggregate amount available to be drawn under the Letter of Credit may not be reallocated pursuant to Section 2.21(a) or (y) the Issuing Bank has not otherwise entered into arrangements satisfactory to it and the Borrower (including pursuant to Section 2.21(b)) to eliminate the Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Applicable Aggregate Revolving Percentage of such LC Disbursement; and (iiiB) any Letter of Credit may expire after the applicable date referred to in clause (ii) above if such Letter of Credit is, no later date agreed than 30 days before the Maturity Date for Revolving Loans, cash collateralized in an amount and manner and pursuant to documentation approved in writing by the applicable Issuing Bank if arrangements acceptable to such Issuing Bank in its sole discretion have been made to cash collateralize the applicable Letter of Credit prior to the issuance thereof; provided, however, that (any Letter of Credit may, upon the request of the Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of one year or less (but not beyond being referred to as the date that is five Business Days prior to the Revolving Maturity Date) unless the applicable Issuing Bank notifies the beneficiary thereof at least 30 days prior to the then-applicable expiration date that such “Cash Collateralized Letter of Credit will not be renewed. For the avoidance of doubt, if the Revolving Maturity Date shall be extended pursuant to Section 2.21, “Revolving Maturity Date” as referenced in this paragraph shall refer to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or any Letter of Credit issued thereby, may not be extended with respect to any Issuing Bank without the prior written consent of such Issuing BankCredit”).

Appears in 3 contracts

Samples: Credit Agreement (Encompass Health Corp), Assignment and Assumption (Healthsouth Corp), Credit Agreement (Healthsouth Corp)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) in the case of Standby Letters of Credit, the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension), (ii) in the case of Trade Letters of Credit, the date 180 days after the date of issuance thereof and (iii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date and Date; provided, that any Standby Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (iii) such later date agreed by the applicable Issuing Bank if arrangements acceptable to such Issuing Bank in its sole discretion have been made to cash collateralize the applicable Letter of Credit prior to the issuance thereof; provided, however, that any Letter of Credit may, upon the request of the Borrower, include a provision whereby this paragraph (c)) so long as such Letter of Credit shall be renewed automatically for additional consecutive periods (any such Letter of one year or less Credit, an “Auto Renewal Letter of Credit”) permits the Issuing Bank to prevent any such extension at least once in each twelve-month period (but not beyond commencing with the date that is five Business Days of issuance of such Auto Renewal Letter of Credit) by giving prior notice to the Revolving Maturity Date) unless the applicable Issuing Bank notifies the beneficiary thereof within a time period during such twelve-month period to be agreed upon at least 30 days prior the time such Auto Renewal Letter of Credit is issued. Unless otherwise directed by the Issuing Bank, the respective Borrower shall not be required to make a specific request to the then-applicable expiration date that Issuing Bank for any such renewal. Once an Auto Renewal Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the Issuing Bank to permit the renewal of such Letter of Credit will at any time to an expiry date not be renewed. For the avoidance of doubt, if the later than such Revolving Maturity Date shall be extended pursuant to Section 2.21, “Revolving Facility Maturity Date” as referenced in this paragraph shall refer to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or any Letter of Credit issued thereby, may not be extended with respect to any Issuing Bank without the prior written consent of such Issuing Bank.

Appears in 3 contracts

Samples: Incremental Assumption Agreement (Mallinckrodt PLC), Credit Agreement (Mallinckrodt PLC), Credit Agreement (Mallinckrodt PLC)

Expiration Date. Each Letter of Credit shall expire (or be subject to termination by notice from the Issuing Bank to the beneficiary thereof) at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension), ) and (ii) the date that is five Business Days prior to the Revolving Maturity Date and (iii) such later date agreed by the applicable Issuing Bank if arrangements acceptable to such Issuing Bank in its sole discretion have been made to cash collateralize the applicable Date; provided that any Letter of Credit with a one-year term may provide for the automatic renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (ii) above) so long as such Letter of Credit permits the Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the issuance thereofbeneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Once an automatic renewal Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized the Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than the date referred to in clause (ii) above; provided, however, that the Issuing Bank shall not permit any such extension if it has received written notice on or before the day that is seven Business Days before the Non-Extension Notice Date from any Lender or the Administrative Agent that a Default or Event of Default has occurred and is continuing directing the Issuing Bank not to permit such extension. Notwithstanding the foregoing, a Letter of Credit may, upon the request of the Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of one year or less (but not beyond the may have an expiration date that is five Business Days prior to the Revolving Maturity Datenot more than twelve (12) unless the applicable Issuing Bank notifies the beneficiary thereof at least 30 days prior to the then-applicable expiration date that such Letter of Credit will not be renewed. For the avoidance of doubt, if months after the Revolving Maturity Date so long as (x) the Borrower shall be extended provide cash collateral to the Administrative Agent pursuant to and in accordance with Section 2.21, “Revolving Maturity Date” as referenced in this paragraph shall refer 2.06(j) on or prior to sixty (60) days before the Revolving Maturity Date as extended pursuant in an amount equal to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document 102% of the LC Exposure with respect to the contrary, all such Letters of Credit with expiry dates after the Revolving Maturity Date, as (y) the obligations of the Borrower under this Section 2.06 in respect of such term is used in reference to any Issuing Bank or any Letter Letters of Credit issued therebyshall survive the Revolving Maturity Date and shall remain in effect until no such Letters of Credit remain outstanding and (z) each Lender shall remain obligated hereunder, may not to the extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be extended with respect returned to any Issuing Bank without the prior written consent Borrower by the Administrative Agent after the Revolving Maturity Date until no such Letters of such Issuing BankCredit remain outstanding.

Appears in 3 contracts

Samples: Revolving Credit and Term Loan Agreement (Xenia Hotels & Resorts, Inc.), Revolving Credit Agreement (Xenia Hotels & Resorts, Inc.), Revolving Credit Agreement (Xenia Hotels & Resorts, Inc.)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension), (ii) the date that is five Business Days prior to the Revolving Maturity Date. Notwithstanding the foregoing, any Letter of Credit issued hereunder may, in the sole discretion of the applicable Issuing Bank, expire after the fifth Business Day prior to the Maturity Date and (iii) but on or before the date that is 180 days after the Maturity Date; provided that the Borrower hereby agrees that it shall provide cash collateral in an amount equal to 102% of the LC Exposure in respect of any such later date agreed by outstanding Letter of Credit to the applicable Issuing Bank at least 10 days prior to the Maturity Date (or, if arrangements acceptable to such Issuing Bank in its sole discretion have been made to cash collateralize the applicable outstanding Letter of Credit prior to the issuance thereof; provided, however, that any is a Letter of Credit maywhich provides for automatic renewals thereof pursuant to customary evergreen provisions, upon no later than the request date on which the applicable Issuing Bank would be required to give notice of the Borrower, include a provision whereby its intention to not renew such Letter of Credit pursuant to the terms thereof), which such amount shall be renewed automatically for additional consecutive periods (i) deposited by the Borrower in an account with and in the name of one year or less (but not beyond the date that is five Business Days prior to the Revolving Maturity Date) unless the applicable such Issuing Bank notifies and (ii) held by such Issuing Bank for the beneficiary thereof at least 30 days prior to satisfaction of the then-applicable expiration date that Borrower’s reimbursement obligations in respect of such Letter of Credit will not until the expiration of such Letter of Credit. Any Letter of Credit issued with an expiration date beyond the fifth Business Day prior to the Maturity Date shall, to the extent of any undrawn amount remaining thereunder on the Maturity Date, cease to be reneweda “Letter of Credit” outstanding under this Agreement for purposes of the Lenders’ obligations to participate in Letters of Credit pursuant to clause (d) below. For the avoidance of doubt, if the Revolving Maturity Date shall be extended pursuant to Section 2.21, “Revolving Maturity Date” as referenced in this paragraph sentence shall refer to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrary, the Revolving Maturity DateDate and the LC Availability Period, as such term is terms are used in reference to any Issuing Bank or any Letter of Credit issued thereby, may not be extended with respect to any Issuing Bank without the prior written consent of such Issuing Bank.

Appears in 3 contracts

Samples: Credit Agreement (NEWMONT Corp /DE/), Credit Agreement (Newmont Mining Corp /De/), Credit Agreement (NEWMONT Corp /DE/)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension), ) and (ii) except as set forth below with respect to Collateralized Letters of Credit, the date that is five Business Days prior to the Revolving Maturity Date and (iii) such later date agreed by the applicable Issuing Bank if arrangements acceptable to such Issuing Bank in its sole discretion have been made to cash collateralize the applicable Letter of Credit prior to the issuance thereof“LC Expiration Date”); provided, however, provided that any Letter of Credit may, upon at the request of the Borrower, include any Letter of Credit may provide for automatic renewals for additional periods of up to one year subject to a right on the part of the applicable Issuing Bank to prevent any such renewal from occurring by giving notice to the beneficiary during a specified period in advance of any such renewal, and the failure of such Issuing Bank to give such notice by the end of such period shall for all purposes hereof be deemed an extension of such Letter of Credit; provided further that in no event shall any Letter of Credit, as extended from time to time, expire on any date following the LC Expiration Date. Notwithstanding clause (ii) of the preceding sentence, (A) any Collateralized Letter of Credit may, with the consent of the Issuing Bank that issued such Collateralized Letter of Credit, expire on any date following the LC Expiration Date and (B) any Letter of Credit that contains a customary “evergreen” provision whereby may renew pursuant to such evergreen provision to an expiration date following the LC Expiration Date if such Letter of Credit shall be renewed automatically for additional consecutive periods becomes a Collateralized Letter of one year or less (but not beyond the date that is five Credit at least 15 Business Days prior to the Revolving Maturity Date) unless latest date upon which the applicable Issuing Bank notifies the beneficiary thereof at least 30 days prior would be entitled to the then-applicable expiration date that terminate such Letter of Credit will not be renewed. For the avoidance of doubt, if the Revolving Maturity Date shall be extended prior to its automatic renewal pursuant to Section 2.21, such Revolving Maturity Dateevergreenas referenced in this paragraph shall refer to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or any Letter of Credit issued thereby, may not be extended with respect to any Issuing Bank without the prior written consent of such Issuing Bankprovision.

Appears in 3 contracts

Samples: Credit Agreement (Agilent Technologies Inc), Credit Agreement (Keysight Technologies, Inc.), Amended and Restated Credit Agreement (Keysight Technologies, Inc.)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) (A) in the case of any standby Letter of Credit, the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension)) and (B) in the case of any commercial Letter of Credit, the date that is one hundred eighty (180) days after the date of the issuance of such Letter of Credit and (ii) the Letter of Credit Expiration Date, provided if the Borrower so requests in any applicable Letter of Credit Application, the Issuing Bank shall agree to issue a standby Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal Letter of Credit”); provided that any such Auto-Renewal Letter of Credit must permit the Issuing Bank to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Nonrenewal Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Issuing Bank, the Borrower shall not be required to make a specific request to the Issuing Bank for any such renewal. Once an Auto-Renewal Letter of Credit has been issued, the Applicable Participants shall be deemed to have authorized (but may not require) the Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided that the Issuing Bank shall not permit any such renewal if (A) the Issuing Bank has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Section 2.05(b)(ii) or otherwise), or (B) it has received written notice on or before the day that is five Business Days prior thirty (30) days before the Nonrenewal Notice Date from the Administrative Agent or any Applicable Participant, as applicable, or the Borrower that one or more of the applicable express conditions specified in Section 4.02 is not then satisfied (or waived), and provided further that, if agreed to the Revolving Maturity Date and (iii) such later date agreed by the applicable Issuing Bank if arrangements acceptable to such Issuing Bank in its sole discretion have been made to cash collateralize the applicable Letter of Credit prior to the issuance thereof; provideddiscretion, however, that any a Letter of Credit may, upon the request of the Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of one year or less (but not a period beyond the date that is five Business Days prior to the Revolving Maturity Date) unless Date if, at the applicable time of such request or such other time as may be agreed by the Issuing Bank notifies the beneficiary thereof at least 30 days prior to the then-applicable expiration date that Bank, such Letter of Credit will not be renewed. For has become subject to cash collateralization (at 103% of the avoidance face value of doubt, if the Revolving Maturity Date shall be extended pursuant to Section 2.21, “Revolving Maturity Date” as referenced in this paragraph shall refer such Letter of Credit) or other arrangements satisfactory to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or any Letter of Credit issued thereby, may not be extended with respect to any Issuing Bank without the prior written consent of such Issuing Bank.

Appears in 2 contracts

Samples: First Lien Credit Agreement (KC Holdco, LLC), Credit Agreement (KC Holdco, LLC)

Expiration Date. Each Letter of Credit (other than the Existing Letters of Credit) shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension), ) and (ii) the date that is five Business Days prior to the Revolving Maturity Date and (iii) such later date agreed by the applicable Issuing Bank if arrangements acceptable to such Issuing Bank in its sole discretion have been made to cash collateralize the applicable Letter of Credit prior to the issuance thereof; Date, provided, however, that any a Letter of Credit may, upon the request of the Borrower, include a provision whereby such (other than an Existing Letter of Credit shall be renewed automatically Credit) may provide by its terms, and on terms acceptable to the applicable Issuing Bank, for additional consecutive renewal for successive periods of one year or less (but not beyond the date that is five Business Days prior to the Revolving Maturity Date) unless and until the applicable Issuing Bank notifies shall have delivered prior written notice of nonrenewal to the beneficiary thereof at least 30 days prior to the then-applicable expiration date that of such Letter of Credit will not be renewed. For no later than the avoidance of doubt, if the Revolving Maturity Date shall be extended pursuant to Section 2.21, “Revolving Maturity Date” as referenced time specified in this paragraph shall refer to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or any Letter of Credit issued thereby, may not be extended with respect to any (which the applicable Issuing Bank without shall do only if one or more of the prior written consent applicable conditions under Section 4.02 is not then satisfied). Notwithstanding the foregoing, any Existing Letter of Credit may provide by its terms, and on terms acceptable to applicable Issuing Bank, for renewal for successive periods of thirteen months or less unless and until the applicable Issuing Bank shall have delivered a notice of nonrenewal to the beneficiary of such Existing Letter of Credit no later than the time specified in such Existing Letter of Credit (or applicable Letter of Credit Document); provided that the applicable Issuing BankBank may deliver such notice of nonrenewal in its sole discretion and no course of dealing or other circumstance shall require such Issuing Bank to extend or renew any Existing Letter of Credit.

Appears in 2 contracts

Samples: Credit Agreement (Valspar Corp), Credit Agreement (Valspar Corp)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year 18 months after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year 18 months after such renewal or extension), ) and (ii) the date that is five Domestic Business Days prior to the Revolving Maturity Date and (iii) such later date agreed by the applicable Issuing Bank if arrangements acceptable to such Issuing Bank in its sole discretion have been made to cash collateralize the applicable Letter of Credit prior to the issuance thereofDate; provided, however, that any Letter of Credit may, upon the request of the applicable Borrower or Additional Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of one year 18 months or less (but not beyond the date that is five Domestic Business Days prior to the Revolving Maturity Date) unless the applicable Issuing Bank notifies the beneficiary thereof at least 30 days prior to the then-applicable expiration date that such Letter of Credit will not be renewed. For the avoidance of doubt, if the Revolving Maturity Date in respect of any Class of Revolving Commitments shall be extended pursuant to Section 2.212.22, “Revolving Maturity Date” as referenced in this paragraph shall refer refer, with respect to the Class of Letters of Credit associated with such Class of Revolving Commitments, to the Revolving Maturity Date in respect of any Class of Revolving Commitments as extended pursuant to Section 2.212.22; provided that, notwithstanding anything in this Agreement (including Section 2.21 2.22 hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or any Letter of Credit issued thereby, may not be extended with respect to any Issuing Bank without the prior written consent of such Issuing Bank.

Appears in 2 contracts

Samples: Credit Agreement (Allegion PLC), Credit Agreement (Allegion PLC)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on have an expiration date not later than the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension), and (ii) the date that is five Business Days three months after the latest Stated Termination Date; provided that 91 days prior to the Revolving Maturity latest Stated Termination Date the Borrower shall grant a first priority perfected security interest in, and deliver to each applicable Issuing Bank, for such Issuing Bank’s sole benefit, an amount in Dollars and in same days funds equal to 105% of the Available Amount of all outstanding Letters of Credit issued by such Issuing Bank that have an expiration date later than the latest Stated Termination Date, to be held as cash collateral by such Issuing Bank under the sole control and dominion of such Issuing Bank and subject to the terms of this Agreement, which amount (or the appropriate portion thereof) shall be released within three (3) Business Days after notice from the Borrower to the Agent that a Letter of Credit that has an expiration date later than the latest Stated Termination Date has been terminated or cancelled or has expired or that there otherwise exists excess cash collateral. Notwithstanding anything herein to the contrary, provided that the Borrower has cash collateralized 105% of the Available Amount of all outstanding Letters of Credit with an expiration date after the latest Stated Termination Date in accordance with this Section 2.03(e), each Bank’s participation in the Letters of Credit shall be released as of the latest Stated Termination Date; provided to the extent that any cash collateral by or on behalf of the Borrower is made to an Issuing Bank and such cash collateral or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party, in connection with any proceeding under bankruptcy law or otherwise, then (i) to the extent of such recovery, each Bank’s participation or part thereof shall be revived and continued in full force and effect as if such cash collateralization had not occurred, and (iiiii) such later date agreed by each Bank severally agrees to pay to the applicable Issuing Bank if arrangements acceptable to such Issuing Bank in upon demand its sole discretion have been made to cash collateralize the applicable Letter share (without duplication) of Credit prior to the issuance thereof; provided, however, that any Letter of Credit may, upon the request of the Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of one year amount so recovered from or less (but not beyond the date that is five Business Days prior to the Revolving Maturity Date) unless the applicable Issuing Bank notifies the beneficiary thereof at least 30 days prior to the then-applicable expiration date that such Letter of Credit will not be renewed. For the avoidance of doubt, if the Revolving Maturity Date shall be extended pursuant to Section 2.21, “Revolving Maturity Date” as referenced in this paragraph shall refer to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or any Letter of Credit issued thereby, may not be extended with respect to any Issuing Bank without the prior written consent of repaid by such Issuing Bank, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Banks and the Issuing Banks under the preceding sentence of this clause (e) shall survive the payment in full of the Obligations and the termination of this Agreement.

Appears in 2 contracts

Samples: Revolving Credit Agreement (Halliburton Co), Revolving Credit Agreement (Halliburton Co)

Expiration Date. Each Letter of Credit shall expire (or be subject to termination by notice from the applicable Issuing Bank to the beneficiary thereof) at or prior to the close of business on the earlier of (i) the date that is one (1) year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension of the expiration date thereof, one (1) year after such renewal or extension), ) and (ii) the date that is five (5) Business Days prior to the Revolving Maturity Date and (iii) such later date agreed by Date; provided, that if the applicable Borrower so requests, the relevant Issuing Bank if arrangements acceptable shall agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal Letter of Credit”); provided that (A) any such Auto-Renewal Letter of Credit must permit such Issuing Bank to prevent any such renewal at least once in its sole discretion have been made each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to cash collateralize the applicable beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the time such Letter of Credit prior is issued (and such Issuing Bank shall give such notice of non-renewal to the issuance thereof; provided, however, that beneficiary if so directed by the Borrower) and (B) such Issuing Bank will not permit the renewal of any Letter of Credit may, upon that would result in the request expiration date of the Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of one year or less (but not beyond being later than the date that is five (5) Business Days prior to Maturity Date. Unless otherwise notified in writing to the Borrower by the applicable Issuing Bank, the Borrower shall not be required to make a specific request to such Issuing Bank for any such renewal. Once an Auto-Renewal Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than the earlier of (x) one (1) year from the date of such renewal and (y) the date that is five (5) Business Days prior to the Revolving Maturity Date) unless ; provided that the applicable Issuing Bank notifies shall not permit any such renewal if (i) the beneficiary thereof Issuing Bank has determined that it would have no obligation at least 30 days prior such time to the then-applicable expiration date that issue such Letter of Credit will in its renewed form under the terms hereof (by reason of the provisions of Section 2.06 or otherwise), or (ii) it has received notice from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 4.02 are not be renewed. For the avoidance of doubt, if the Revolving Maturity Date shall be extended pursuant to Section 2.21, “Revolving Maturity Date” as referenced in this paragraph shall refer to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or any Letter of Credit issued thereby, may not be extended with respect to any Issuing Bank without the prior written consent of such Issuing Bank.then satisfied

Appears in 2 contracts

Samples: Senior Secured Revolving Credit Agreement (Excelerate Energy, Inc.), Secured Revolving Credit Agreement (Excelerate Energy, Inc.)

Expiration Date. Each Letter of Credit shall expire (or be subject to termination by notice from the Issuing Bank that issued such Letter of Credit to the beneficiary thereof) at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension), which renewals or extensions, subject to clause (ii) hereof, may be automatic pursuant to the terms of such Letter of Credit (each, an “Auto-Extension Letter of Credit”) so long as such Issuing Bank shall have the right to prevent such renewal or extension at least once in each twelve (12) month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve (12) month period to be agreed upon by the Borrower and the applicable Issuing Bank at the time such Letter of Credit is issued) and (ii) the date that is five Business Days prior to the Revolving Maturity Date and (iii5) such later date agreed by the applicable Issuing Bank if arrangements acceptable to such Issuing Bank in its sole discretion have been made to cash collateralize the applicable Letter of Credit prior to the issuance thereof; provided, however, that any Letter of Credit may, upon the request of the Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of one year or less (but not beyond the date that is five Business Days prior to the Revolving Maturity Date. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) unless the applicable Issuing Bank notifies to permit the beneficiary thereof at least 30 days prior to the then-applicable expiration date that extension of such Letter of Credit will at any time to an expiration date not later than the date permitted pursuant to the preceding sentence; provided, that such Issuing Bank shall not (i) permit any such extension if (A) such Issuing Bank has determined that it would not be renewedpermitted, or would have no obligation, at such time to issue such Letter of Credit in its extended form under the terms hereof (except that the expiration date may be extended to a date that is no more than one year from the then-current expiration date) or (B) it has received notice (which may be in writing or by telephone (if promptly confirmed in writing)) on or before the day that is seven (7) Business Days before the Non-Extension Notice Date from the Administrative Agent that the Required Lenders have elected not to permit such extension or (ii) be obligated to permit such extension if it has received notice (which may be in writing or by telephone (if promptly confirmed in writing)) on or before the day that is seven (7) Business Days before the Non-Extension Notice Date from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions set forth in Section 4.02 is not then satisfied, and in each such case directing such Issuing Bank not to permit such extension. For Notwithstanding the avoidance foregoing, a Letter of doubt, if Credit may have an expiration date that is not more than twelve (12) months after the Revolving Maturity Date so long as (x) the Borrower shall be extended provide cash collateral to the Administrative Agent pursuant to and in accordance with Section 2.21, “Revolving Maturity Date” as referenced in this paragraph shall refer 2.06(j) on or prior to thirty (30) days before the Revolving Maturity Date as extended pursuant in an amount equal to Section 2.21; provided that, notwithstanding anything in this Agreement one hundred two percent (including Section 2.21 hereof102%) or any other Loan Document of the LC Exposure with respect to the contrary, all such Letters of Credit with expiry dates after the Revolving Maturity Date, as (y) the obligations of the Borrower under this Section 2.06 in respect of such term is used in reference to any Issuing Bank or any Letter Letters of Credit issued therebyshall survive the Revolving Maturity Date and shall remain in effect until no such Letters of Credit remain outstanding and (z) each Lender shall remain obligated hereunder, may not to the extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be extended with respect returned to any Issuing Bank without the prior written consent Borrower by the Administrative Agent after the Revolving Maturity Date until no such Letters of such Issuing BankCredit remain outstanding.

Appears in 2 contracts

Samples: Revolving Credit and Term Loan Agreement (Invitation Homes Inc.), Revolving Credit and Term Loan Agreement (Invitation Homes Inc.)

Expiration Date. Each Letter of Credit shall expire (or be subject to termination or non-renewal by notice from the applicable Issuing Bank to the beneficiary thereof) at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, including, without limitation, any automatic renewal provision, one year after such renewal or extension), ) and (ii) the date that is five ten (10) Business Days prior to the Revolving Credit Maturity Date and (iii) such later date agreed by the applicable Issuing Bank if arrangements acceptable to such Issuing Bank in its sole discretion have been made to cash collateralize the applicable Letter of Credit prior to the issuance thereofDate; provided, however, provided that any Letter of Credit maywith a one-year tenor may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (ii) above); provided further that, upon notwithstanding the request of the Borrowerforegoing, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of one year or less may expire after the Revolving Credit Maturity Date if the Borrower provides cash collateral acceptable to the applicable Issuing Lender in its sole discretion on accordance with Section 2.06(j) no later than sixty (but not beyond the date that is five Business Days 60) days prior to the Revolving Credit Maturity Date) unless the applicable Issuing Bank notifies the beneficiary thereof at least 30 days prior to the then-applicable expiration date that such Letter of Credit will not be renewed. For the avoidance of doubt, if the Revolving Credit Maturity Date shall be extended pursuant to Section 2.212.23, “Revolving Credit Maturity Date” as referenced in this paragraph shall refer to the Revolving Credit Maturity Date as extended pursuant to Section 2.212.23; provided that, notwithstanding anything in this Agreement (including Section 2.21 2.23 hereof) or any other Loan Document to the contrary, the Revolving Credit Maturity Date, as such term is used in reference to any Issuing Bank or any Letter of Credit issued thereby, may not be extended with respect to any Issuing Bank without the prior written consent of such Issuing Bank.

Appears in 2 contracts

Samples: Credit Agreement (Papa Johns International Inc), Credit Agreement (Papa Johns International Inc)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension), ) and (ii) the Letter of Credit Expiration Date; provided that if the Borrower so requests in any applicable Letter of Credit Application, the applicable Issuing Bank shall agree to issue a standby or commercial Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal Letter of Credit”); provided that any such Auto-Renewal Letter of Credit must permit the applicable Issuing Bank to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Nonrenewal Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Bank, the Borrower shall not be required to make a specific request to such Issuing Bank for any such renewal. Once an Auto-Renewal Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided that no Issuing Bank shall permit any such renewal if (A) such Issuing Bank has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Section 2.05(b)(ii) or otherwise), or (B) it has received notice (in writing) on or before the day that is five (5) Business Days prior before the Nonrenewal Notice Date from the Administrative Agent, any Revolving Lender, or the Borrower that one or more of the applicable express conditions specified in Section 4.02 is not then satisfied (or waived), and provided further that, if agreed to the Revolving Maturity Date and (iii) such later date agreed by the applicable Issuing Bank if arrangements acceptable to such Issuing Bank in its sole discretion have been made to cash collateralize the applicable Letter of Credit prior to the issuance thereof; provideddiscretion, however, that any a Letter of Credit may, upon the request of the Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of one year or less (but not a period beyond the date that is five Business Days prior to the Revolving Maturity Date) unless Termination Date if, at the applicable time of such request or such other time as may be agreed by the Issuing Bank notifies the beneficiary thereof at least 30 days prior to the then-applicable expiration date that Bank, such Letter of Credit will not be renewed. For the avoidance of doubt, if the Revolving Maturity Date shall be extended pursuant has become subject to Section 2.21, “Revolving Maturity Date” as referenced in this paragraph shall refer Cash Collateralization or other arrangements satisfactory to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or any Letter of Credit issued thereby, may not be extended with respect to any Issuing Bank without the prior written consent of such Issuing Bank.

Appears in 2 contracts

Samples: First Lien Credit Agreement (GoodRx Holdings, Inc.), First Lien Credit Agreement (GoodRx Holdings, Inc.)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension), ) and (ii) the date that is five Business Days prior to the Revolving Maturity Date and (iii) such later date agreed by the applicable Issuing Bank if arrangements acceptable to such Issuing Bank in its sole discretion have been made to cash collateralize the applicable Letter of Credit prior to the issuance thereofDate; provided, however, provided that any Letter of Credit may, may contain customary automatic renewal provisions agreed upon by the request Borrower and the applicable Issuing Bank pursuant to which the expiration date of the Borrower, include a provision whereby such Letter of Credit shall automatically be renewed automatically extended for additional consecutive periods a period of one year or less up to 12 months (but not beyond to a date later than the date set forth in clause (ii) above), subject to a right on the part of such Issuing Bank to prevent any such renewal from occurring by giving notice to the beneficiary in advance of any such renewal; and provided further that if there exist any Incremental Revolving Commitments having a maturity date later than the Revolving Maturity Date (the “Subsequent Maturity Date”), then, so long as the aggregate LC Exposure in respect of Letters of Credit expiring after the Revolving Maturity will not exceed the lesser of $10,000,000 and the aggregate amount of such Incremental Revolving Commitments, the Borrower may request the issuance of a Letter of Credit that shall expire at or prior to the close of business on the earlier of (A) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (B) the date that is five Business Days prior to the Revolving Subsequent Maturity Date) unless . Notwithstanding the applicable Issuing Bank notifies the beneficiary thereof at least 30 days prior to the then-applicable expiration date that such Letter of Credit will not be renewed. For the avoidance of doubtforegoing, if the Revolving Maturity Date shall be extended pursuant to Section 2.21, “Revolving Maturity Date” as referenced in this paragraph shall refer to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or any Letter of Credit issued therebyhereunder may, in the sole discretion of the applicable Issuing Bank, expire after the fifth Business Day prior to the Maturity Date (or the Subsequent Maturity Date) but on or before the date that is 90 days after the Maturity Date (or the Subsequent Maturity Date), provided that the Borrower hereby agrees that it shall provide cash collateral in an amount equal to 102% (or such other percentage as may not be extended agreed with the applicable Issuing Bank) of the LC Exposure in respect of any such outstanding Letter of Credit to any the applicable Issuing Bank without at least five Business Days prior to the prior written consent Maturity Date (or Subsequent Maturity Date, if applicable), which such amount shall be (A) deposited by the Borrower in an account with and in the name of such Issuing BankBank and (B) held by such Issuing Bank for the satisfaction of the Borrower’s reimbursement obligations in respect of such Letter of Credit until the expiration of such Letter of Credit. Any Letter of Credit issued with an expiration date beyond the fifth Business Day prior to the Maturity Date (or the Subsequent Maturity Date, as applicable) shall, to the extent of any undrawn amount remaining thereunder on the Maturity Date (or the Subsequent Maturity Date, if applicable), cease to be a “Letter of Credit” outstanding under this Agreement for purposes of the Revolving Lenders’ obligations to participate in Letters of Credit pursuant to paragraph (d) below.

Appears in 2 contracts

Samples: Credit Agreement (SVMK Inc.), Credit Agreement (SVMK Inc.)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year 12 months after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year 12 months after the then-current expiration date of such renewal or extensionLetter of Credit), and (ii) the date that is five 3 Business Days prior to the Revolving Credit Maturity Date and (iii) such later date agreed by the applicable Issuing Bank if arrangements acceptable to such Issuing Bank in its sole discretion have been made to cash collateralize the applicable Date; provided, Borrowers may request issuance or renewal of a Letter of Credit prior with an expiry date after the Revolving Credit Maturity Date if, at the time of such issuance or renewal, Borrowers deposit into the Collateral Account an amount in immediately available funds equal to 103% of the issuance thereof; providedface amount of such Letter of Credit. For all purposes of this Agreement, however, that if on any date of determination a Letter of Credit may, upon the request has expired by its terms but any amount may still be drawn thereunder by reason of the Borroweroperation of Article 29(a) of the UCP or Rule 3.13 or Rule 3.14 of the ISP or similar terms in the governing rules or laws or of the Letter of Credit itself, include a provision whereby or if compliant documents have been presented but not yet honored, such Letter of Credit shall be renewed automatically for additional consecutive periods deemed to be “outstanding” and “undrawn” in the amount so remaining available to be paid, and the obligations of one year or less (but not beyond the date that is five Business Days prior to Borrowers and each Revolving Multicurrency Tranche Lender shall remain in full force and effect until Issuing Lender and the Revolving Maturity Date) unless the applicable Issuing Bank notifies the beneficiary thereof at least 30 days prior Multicurrency Tranche Lenders shall have no further obligations to the then-applicable expiration date that such Letter of Credit will not be renewed. For the avoidance of doubt, if the Revolving Maturity Date shall be extended pursuant to Section 2.21, “Revolving Maturity Date” as referenced in this paragraph shall refer to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) make any payments or disbursements under any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or any Letter of Credit issued thereby, may not be extended circumstances with respect to any Issuing Bank without the prior written consent Letter of such Issuing BankCredit.

Appears in 2 contracts

Samples: Credit Agreement (Kellogg Co), Credit Agreement (WK Kellogg Co)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension)) (or such other date as reasonably agreed to by the Issuing Bank; provided that such date is not beyond the LC Expiration Date, unless the applicable Issuing Bank agrees and such Letter of Credit has been cash collateralized or backstopped (or the Borrower has entered into separate undertakings to deliver cash collateral or a backstop letter of credit) in a manner acceptable to the applicable Issuing Bank) and (ii) the LC Expiration Date; provided that if such expiry date that is five not a Business Days Day, such Letter of Credit shall expire at or prior to the Revolving Maturity Date and (iii) such later date agreed by close of business on the applicable Issuing Bank if arrangements acceptable to such Issuing Bank in its sole discretion have been made to cash collateralize the applicable Letter of Credit prior to the issuance thereofnext succeeding Business Day; provided, howeverfurther, that any Letter of Credit may, upon the request of the Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of one year or less (but not beyond the date that is five Business Days prior LC Expiration Date, unless the applicable Issuing Bank agrees and such Letter of Credit has been cash collateralized or backstopped (or the Borrower has entered into separate undertakings to deliver cash collateral or a backstop letter of credit) in a manner acceptable to the Revolving Maturity Dateapplicable Issuing Bank) unless the applicable Issuing Bank notifies the beneficiary thereof within the time period specified in such Letter of Credit or, if no such time period is specified, at least 30 days prior to the then-applicable expiration date date, that such Letter of Credit will not be renewed. For the avoidance of doubt, if the Revolving Maturity Date shall be extended pursuant to Section 2.21, “Revolving Maturity Date” as referenced in this paragraph shall refer to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or any Letter of Credit issued thereby, may not be extended with respect to any Issuing Bank without the prior written consent of such Issuing Bank.

Appears in 2 contracts

Samples: Credit Agreement (Virtus Investment Partners, Inc.), Credit Agreement (Virtus Investment Partners, Inc.)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension), ) and (ii) the date that is five Business Days prior to LC Termination Date; provided that, notwithstanding the Revolving Maturity Date and (iii) such later date agreed by the applicable Issuing Bank if arrangements acceptable to such Issuing Bank in its sole discretion have been made to cash collateralize the applicable foregoing, no Letter of Credit prior shall be issued (x) with an expiration date beyond the then Maturity Date of any Lender if after giving effect thereto the total Revolving Credit Exposures would exceed the Expected Total Commitment in effect for each day on which such Letter of Credit is to be outstanding that occurs beyond such Maturity Date or (y) with an expiration date beyond the issuance thereof; Business Day next preceding the then Maturity Date of the Issuing Bank thereof (as to any Issuing Bank, its “LC Issuer Maturity Date”), provided, however, that any Letter of Credit maythat, upon at the request of the Borrower, include a provision whereby an Issuing Bank may in its sole discretion permit any Letter of Credit to have an expiration date after the LC Termination Date by giving written notice of such permission to the Borrower, so long as upon the date of any request of the respective Issuing Bank the Borrower shall pay to the respective Issuing Bank an amount of cash and/or cash equivalents acceptable to such Issuing Bank (in U.S. Dollars or the applicable Approved Alternate Currency as requested by such Issuing Bank) equal to 105% of the LC Exposure with respect to such Letter of Credit, such cash and cash equivalents to be held as security for the obligations of the Borrower in respect of such Letter of Credit shall be renewed automatically for additional consecutive periods of one year or less (but not beyond the date that is five Business Days prior to the Revolving Maturity Date) unless the applicable Issuing Bank notifies the beneficiary thereof at least 30 days prior to the then-applicable expiration date that such Letter of Credit will not be renewed. For the avoidance of doubtin a cash collateral account, if the Revolving Maturity Date shall be extended and pursuant to Section 2.21cash collateral arrangements, “Revolving Maturity Date” as referenced in this paragraph shall refer satisfactory to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or any Letter of Credit issued thereby, may not be extended with respect to any Issuing Bank without the prior written consent of such Issuing Bank.

Appears in 2 contracts

Samples: Credit Agreement (Reynolds American Inc), Credit Agreement (Reynolds American Inc)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year twelve months (or such longer period if agreed by the Issuing Bank in its sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year twelve months (or such longer period if agreed by the Issuing Bank in its sole discretion) after such renewal or extension), ) and (ii) the date that is five (5) Business Days prior to the Revolving Maturity Date and (iiiexcept to the extent cash collateralized or backstopped not later than the date that is five (5) such later date agreed by Business Days prior to the applicable Issuing Bank if arrangements Revolving Maturity Date pursuant to an arrangement reasonably acceptable to the Issuing Bank); provided that if such Issuing Bank in its sole discretion have been made to cash collateralize the applicable expiry date is not a Business Day, such Letter of Credit shall expire at or prior to the issuance thereofclose of business on the next succeeding Business Day; provided, howeverfurther, that any Letter of Credit may, upon the request of the Borrower, include a provision whereby such Letter of Credit shall be renewed auto-extended automatically for additional consecutive periods of one year twelve months (or such longer period if agreed by the Issuing Bank in its sole discretion) or less (but not beyond the date that is five (5) Business Days prior to the Revolving Maturity DateDate except to the extent cash collateralized or backstopped pursuant to an arrangement reasonably acceptable to the Issuing Bank) unless the applicable Issuing Bank notifies sends written notice to the beneficiary via courier thereof within the time period specified in such Letter of Credit or, if no such time period is specified, at least 30 days prior to the then-applicable expiration date date, that such Letter of Credit will not be renewedextended. For If the avoidance of doubt, if the Revolving Maturity Date shall be extended pursuant Borrower decides not to Section 2.21, “Revolving Maturity Date” as referenced in this paragraph shall refer to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or automatically extend any Letter of Credit issued therebyCredit, may not be extended with respect to any it shall notify the applicable Issuing Bank without not less than fifteen days prior to the prior written consent time period specified in such Letter of Credit by which such Issuing BankBank must send a notice of non-extension.

Appears in 2 contracts

Samples: Credit Agreement (Blue Bird Corp), Credit Agreement (Blue Bird Corp)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier date specified therein; provided that no Issuing Bank shall be required to issue, amend, extend or renew any Letter of (i) Credit if the expiration date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension), (ii) the date that is five Business Days prior to the Revolving Maturity Date and (iii) such later date agreed by the applicable Issuing Bank if arrangements acceptable to such Issuing Bank in its sole discretion have been made to cash collateralize the applicable Letter of Credit prior to the issuance thereof; provided, however, that any Letter of Credit may, upon the request of the Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of one year or less (but not extends beyond the date that is five Business Days prior to any Latest Maturity Date applicable to the Revolving Commitments of any Class unless (i) the aggregate amount of the LC Exposure attributable to Letters of Credit expiring after any earlier arising Latest Maturity Date does not exceed the aggregate amount of the Commitments then in effect that are scheduled to remain in effect until any applicable later arising Latest Maturity Date, (ii) unless the applicable all Lenders and such Issuing Bank notifies have consented to such later maturity or (iii) the beneficiary thereof at least 30 days prior to the then-applicable expiration date that Lead Borrower shall have caused such Letter of Credit will not to be renewed. For the avoidance (x) backstopped by a “back to back” letter of doubt, if the Revolving Maturity Date shall be extended pursuant credit reasonably satisfactory to Section 2.21, “Revolving Maturity Date” as referenced in this paragraph shall refer to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or (y) Cash Collateralized in accordance with Section 2.04(j), in each case, on or before the latest arising applicable Latest Maturity Date. No Issuing Bank shall be required to issue, amend, extend or renew any Letter of Credit issued therebyif the expiration date of such Letter of Credit extends beyond one year after the date of such issuance, may not be extended with respect to any amendment, extension or renewal unless such Issuing Bank without otherwise agrees; provided that any Letter of Credit may provide for the prior written consent automatic extension thereof for any number of such additional periods each of up to one or two years in duration (pursuant to arrangements reasonably satisfactory to the relevant Issuing Bank).

Appears in 2 contracts

Samples: Abl Credit Agreement (Clarios International Inc.), Abl Credit Agreement (Clarios International Inc.)

Expiration Date. Each In all cases, payment for Rights purchased pursuant to the Offer will be made only after timely receipt by the Depositary of a properly completed and duly executed Letter of Credit shall Assignment (or facsimile thereof) and any other documents required by the Letter of Assignment. Since the Rights are not transferable (except pursuant to the Offer), the Rights may only be assigned as provided in the Letter of Assignment. The Company and the Purchaser intend to file a Notification and Report Form with respect to the issuance of the Shares by the Company to the Purchaser in exchange for the Rights acquired by the Purchaser pursuant to the Offer under the H-S-R Act on or before June 17, 1997 and, accordingly, the waiting period under the H-S-R Act applicable thereto will expire at 11:59 p.m., New York City time, on the date which is 30 days from the date of such filing. However, prior to such time, the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") may extend the waiting period by requesting additional information or documentary material from the Purchaser. If such a request is made, the waiting period would expire on the tenth day after substantial compliance by the Purchaser with such request. For additional information regarding the H-S-R Act, see Section 12. For purposes of the Offer, the Purchaser shall be deemed to have accepted for payment (and thereby purchased) assigned Rights as, if and when the Purchaser gives oral or written notice to the Depositary of the Purchaser's acceptance of such Rights for payment. Payment for Rights purchased pursuant to the Offer will be made by deposit of the purchase price with the Depositary, which will act as agent for Holders choosing to assign their Rights for the purpose of receiving payment from the Purchaser and transmitting payments to such Holders. Under no circumstances will interest be paid on the purchase price by the Purchaser by reason of any delay in making such payment. IF ANY ASSIGNED RIGHTS ARE NOT PURCHASED FOR ANY REASON, THE ASSIGNMENT OF SUCH RIGHTS WILL NOT BE EFFECTIVE. If, prior to the close of business on Expiration Date, the earlier of (i) Purchaser increases the date that is one year after the date consideration offered to Holders of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension), (ii) the date that is five Business Days prior Rights pursuant to the Revolving Maturity Date and (iii) Offer, such later date agreed by the applicable Issuing Bank if arrangements acceptable increased consideration shall be paid to such Issuing Bank in its sole discretion all Holders whose assignments of Rights have previously been made to cash collateralize the applicable Letter of Credit prior accepted for payment pursuant to the issuance thereof; provided, however, that any Letter of Credit may, upon Offer. The Purchaser reserves the request right to transfer or assign to one or more direct or indirect affiliates of the Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of one year or less (but not beyond Purchaser the date that is five Business Days prior right to purchase Rights assigned pursuant to the Revolving Maturity Date) unless Offer, but any such transfer or assignment shall not relieve the applicable Issuing Bank notifies Purchaser of its obligations under the beneficiary thereof at least 30 days prior Offer or prejudice the rights of Holders assigning their Rights to the then-applicable expiration date that such Letter of Credit will not be renewed. For the avoidance of doubt, if the Revolving Maturity Date shall be extended pursuant to Section 2.21, “Revolving Maturity Date” as referenced in this paragraph shall refer to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or any Letter of Credit issued thereby, may not be extended with respect to any Issuing Bank without the prior written consent of such Issuing Bankreceive payment for Rights properly assigned and accepted for payment.

Appears in 2 contracts

Samples: Rights Exchange Agreement (Medarex Inc), BCC Acquisition I LLC

Expiration Date. Each Letter of Credit shall expire (or be subject to termination or non-renewal by notice from the applicable Issuing Bank to the beneficiary thereof) at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any one-time renewal or extension thereof, including any automatic renewal provision, one year after such renewal or extension), ) and (ii) the date that is five (5) Business Days prior to the Revolving Maturity Date; provided, that, upon the Borrower’s request, any such Letter of Credit which is issued in the final year prior the Maturity Date may have an expiry date which is up to one year after the Maturity Date if, at least five (5) Business Days prior to the Maturity Date, the Borrower (A) deposits with the Administrative Agent cash collateral (which cash collateral shall be in Dollars or, if such Letter of Credit was issued in an Alternate Currency, such currency as determined by the Administrative Agent and the applicable Issuing Bank) in an amount equal to 103% of the amount of the LC Exposure as of such date plus accrued and unpaid interest thereon or (iiiB) provides a backup standby letter of credit, in each case, reasonably satisfactory to the relevant Issuing Bank. Each Letter of Credit with automatic extension or renewal provisions shall, subject to the right of the respective Issuing Bank to terminate such later automatic renewal in accordance with the terms of such Letter of Credit upon the occurrence of an Event of Default, be automatically renewed for a successive one-year period on each anniversary of the date agreed of the issuance of such Letter of Credit, until cancelled by the Borrower by notice to the applicable Issuing Bank if arrangements acceptable to in accordance with the terms of such Issuing Bank in its sole discretion have been made to cash collateralize the applicable Letter of Credit prior to agreed upon at the issuance thereoftime such Letter of Credit is issued; provided, however, that any Letter of Credit may, upon the request of the Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods expire at or prior to the close of one year or less (but not beyond business on the date that is five (5) Business Days prior to the Revolving Maturity Date) Date if not earlier cancelled, unless otherwise agreed with the applicable relevant Issuing Bank notifies the beneficiary thereof at least 30 days prior and subject to the then-applicable expiration date that such Letter of Credit will not be renewed. For the avoidance of doubt, if the Revolving Maturity Date shall be extended pursuant to Section 2.21, “Revolving Maturity Date” as referenced in this paragraph shall refer to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or any Letter of Credit issued thereby, may not be extended satisfactory arrangements with respect to any Issuing Bank without the prior written consent of such Issuing Bankthereto as contemplated above.

Appears in 2 contracts

Samples: Credit Agreement (Medifast Inc), Credit Agreement (Medifast Inc)

Expiration Date. Each Letter of Credit shall expire (or be subject to termination by notice from the relevant Letter of Credit Issuer to the beneficiary thereof) at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, including, without limitation, any automatic renewal provision, one year after such renewal or extension), ) or such longer period as may be expressly agreed in writing by the relevant letter of Credit Issuer and (ii) the date that is five Business Days prior to the Revolving Maturity Date and (iii) Date. With respect to any Letter of Credit which contains any “evergreen” or automatic renewal provision, each applicable Lender shall be deemed to have consented to any such later date agreed by extension or renewal, unless any such Lender shall have provided to the applicable Issuing Bank if arrangements acceptable Administrative Agent written notice that it declines to consent to any such Issuing Bank in its sole discretion have been made extension or renewal at least thirty days prior to cash collateralize the date on which the applicable Letter of Credit prior Issuer is entitled to the issuance thereof; provided, however, that any Letter of Credit may, upon the request of the Borrower, include a provision whereby decline to extend or renew such Letter of Credit Credit. If all of the requirements of this Section 2.6 are met and no Default or Event of Default has occurred and is continuing, no Lender shall be renewed automatically for additional consecutive periods of one year decline to consent to any such extension or less (but not beyond the date that is five Business Days prior to the Revolving Maturity Date) unless the applicable Issuing Bank notifies the beneficiary thereof at least 30 days prior to the then-applicable expiration date that such Letter of Credit will not be renewedrenewal. For the avoidance of doubt, if the Revolving Maturity Date relevant Letter of Credit Issuer shall be extended pursuant to decline any such extension or renewal if, at the time of such extension or renewal, the requirements of this Section 2.21, “Revolving Maturity Date” as referenced in this paragraph shall refer to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement 2.6 (including Section 2.21 hereofcompliance with the Borrowing Limits at such time) have not been met and/or a Default or any Event of Default is continuing. If the “evergreen” or other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or automatic renewal provisions of any Letter of Credit issued therebypermit the expiry date or next renewal date of that Letter of Credit to extend beyond the Maturity Date, may not be extended with respect the Obligors shall fully cash collateralize such letter of Credit on terms satisfactory to any Issuing Bank without the prior written consent applicable Letter of such Issuing BankCredit Issuer(s) by or on the date being 5 Business Days before the Maturity Date.

Appears in 2 contracts

Samples: Abl Credit Agreement (Univar Inc.), Credit Agreement (Univar Inc.)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one (1) year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension), ) and (ii) the date that is five (5) Business Days prior to the Revolving Maturity Date Date. If the Borrower so requests in any applicable notice given pursuant to Section 2.08(b) and (iii) such later date agreed by the applicable an Issuing Bank if arrangements acceptable agrees to do so, such Issuing Bank in its sole discretion have been made to cash collateralize the applicable may issue a Letter of Credit prior to the issuance thereofthat has automatic renewal provisions; provided, however, that any Letter of Credit may, that has automatic renewal provisions must permit such Issuing Bank to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon by the request of Borrower and such Issuing Bank at the Borrower, include a provision whereby time such Letter of Credit is issued. Once any such Letter of Credit that has automatic renewal provisions has been issued, the Lenders shall be renewed automatically for additional consecutive periods of one year or less deemed to have authorized (but may not beyond require) such Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date that is five not later than thirty (30) Business Days prior to the Revolving Maturity Date) unless the applicable ; provided, however, that such Issuing Bank notifies the beneficiary thereof shall not permit any such renewal if (i) such Issuing Bank has determined that it would have no obligation at least 30 days prior such time to the then-applicable expiration date that issue such Letter of Credit will not in its renewed form under the terms hereof, or (ii) it has received notice (which may be renewed. For by telephone or in writing) on or before the avoidance of doubt, if day that is two (2) Business Days before the Revolving Maturity Date shall be extended pursuant to Section 2.21, “Revolving Maturity Date” as referenced in this paragraph shall refer to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as date that such term is used in reference to any Issuing Bank is permitted to send a notice of non-renewal from the Administrative Agent, any Lender or any Letter the Borrower that one or more of Credit issued thereby, may the applicable conditions specified in Section 6.02 is not be extended with respect to any Issuing Bank without the prior written consent of such Issuing Bankthen satisfied.

Appears in 2 contracts

Samples: Credit Agreement (Epl Oil & Gas, Inc.), Credit Agreement (Energy Partners LTD)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension), ) and (ii) the date that is five Business Days prior to the Revolving Maturity Date and (iii) unless such later date agreed by Letters of Credit have been cash collateralized or backstopped on or prior to such fifth Business Day pursuant to arrangements reasonably satisfactory to the applicable Issuing Bank if arrangements acceptable to such Issuing Bank in its sole discretion have been made to cash collateralize the applicable Letter of Credit prior to the issuance thereofBank); provided, however, provided that (x) any Letter of Credit may, upon the request of the Swiss Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of one year or less (but not beyond the date that is five Business Days prior to the Revolving Maturity DateDate (unless such Letters of Credit have been cash collateralized or backstopped on or prior to such fifth Business Day pursuant to arrangements reasonably satisfactory to the applicable Issuing Bank)) unless the applicable Issuing Bank notifies the beneficiary thereof at least 30 days prior to the then-applicable expiration date that such Letter of Credit will not be renewedrenewed and (y) clause (c)(i) above shall not apply to a Letter of Credit if such long-dated Letter of Credit is consented to by the applicable Issuing Bank. For the avoidance of doubt, if the Revolving Maturity Date in respect of any Class of Revolving Commitments shall be extended pursuant to Section 2.212.22, “Revolving Maturity Date” as referenced in this paragraph shall refer refer, with respect to the Class of Letters of Credit associated with such Class of Revolving Commitments, to the Revolving Maturity Date in respect of any Class of Revolving Commitments as extended pursuant to Section 2.212.22; provided that, notwithstanding anything in this Agreement (including Section 2.21 2.22 hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or any Letter of Credit issued thereby, may not be extended with respect to any Issuing Bank without the prior written consent of such Issuing Bank.

Appears in 2 contracts

Samples: Credit Agreement (Garrett Motion Inc.), Credit Agreement (Garrett Motion Inc.)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on (1) with respect to each of the Closing Date Letters of Credit, the current date of expiration as set forth therein and (2) with respect to each Letter of Credit (other than the Closing Date Letters of Credit), the earlier of (i) (x) the date that which is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (y) the Letter of Credit Expiration Date, and (ii) if the Borrower so requests in any Letter of Credit Request, the applicable Issuing Bank may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal Letter of Credit”); provided, that any such Auto-Renewal Letter of Credit must permit the applicable Issuing Bank to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Bank, the Borrower shall not be required to make a specific request to the applicable Issuing Bank for any such renewal. Once an Auto-Renewal Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the date Letter of Credit Expiration Date; provided, that is five Business Days prior to the Revolving Maturity Date and (iii) such later date agreed by the applicable Issuing Bank shall not permit any such renewal if arrangements acceptable to such (x) the applicable Issuing Bank in its sole discretion has determined that it would have been made no obligation at such time to cash collateralize the applicable Letter of Credit prior to the issuance thereof; provided, however, that any Letter of Credit may, upon the request of the Borrower, include a provision whereby issue such Letter of Credit shall be in its renewed automatically for additional consecutive periods form under the terms hereof (by reason of one year the provisions of Section 2.18(k) or less otherwise), or (but not beyond y) it has received notice on or before the day that is two Business Days before the date that is five Business Days prior which has been agreed upon pursuant to the proviso of the first sentence of this paragraph (1) from the Administrative Agent that any Revolving Maturity DateLender directly affected thereby has elected not to permit such renewal or (2) unless from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 4.03 are not then satisfied, and in each case directing such Issuing Bank notifies the beneficiary thereof at least 30 days prior not to the then-applicable expiration date that permit such Letter of Credit will not be renewed. For the avoidance of doubt, if the Revolving Maturity Date shall be extended pursuant to Section 2.21, “Revolving Maturity Date” as referenced in this paragraph shall refer to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or any Letter of Credit issued thereby, may not be extended with respect to any Issuing Bank without the prior written consent of such Issuing Bankextension.

Appears in 2 contracts

Samples: Assignment and Assumption (Philadelphia Energy Solutions Inc.), Assignment and Assumption (Philadelphia Energy Solutions Inc.)

Expiration Date. Each Letter of Credit shall expire (or be subject to termination by notice from the applicable Issuing Bank that issued such Letter of Credit to the beneficiary thereof) at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension)extension which renewals or extensions, subject to clause (ii) hereof, may be automatic pursuant to the terms of such Letter of Credit so long as such Issuing Bank shall have the right to prevent such renewal or extension at least once in each twelve month period) and (ii) the date that is five Business Days prior to the Revolving Maturity Date and fifteen (iii15) such later date agreed by the applicable Issuing Bank if arrangements acceptable to such Issuing Bank in its sole discretion have been made to cash collateralize the applicable Letter of Credit prior to the issuance thereof; provided, however, that any Letter of Credit may, upon the request of the Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of one year or less (but not beyond the date that is five Business Days prior to the Revolving Maturity Date) unless . Notwithstanding the applicable Issuing Bank notifies the beneficiary thereof at least 30 days prior to the then-applicable foregoing, a Letter of Credit may have an expiration date that such Letter of Credit will is not be renewed. For the avoidance of doubt, if more than twelve (12) months after the Revolving Maturity Date so long as (x) the Borrower shall be extended provide cash collateral to the Administrative Agent in an amount equal to 102% of the LC Exposure pursuant to and in accordance with Section 2.21, “Revolving Maturity Date” as referenced in this paragraph shall refer 2.06(j) with respect to the Revolving Maturity Date as extended pursuant such Letters of Credit on or prior to Section 2.21; provided that, notwithstanding anything in this Agreement fifteen (including Section 2.21 hereof15) or any other Loan Document to the contrary, days before the Revolving Maturity Date, as (y) the obligations of the Borrower under this Section 2.06 in respect of such term is used in reference to any Issuing Bank or any Letter Letters of Credit issued therebyshall survive the Revolving Maturity Date and shall remain in effect until no such Letters of Credit remain outstanding and (z) each Revolving Lender shall remain obligated hereunder, may not to the extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be extended with respect returned to any Issuing Bank without the prior written consent Borrower by the Administrative Agent after the Revolving Maturity Date until no such Letters of such Issuing BankCredit remain outstanding.

Appears in 2 contracts

Samples: Credit and Term Loan Agreement (Taubman Centers Inc), Revolving Credit and Term Loan Agreement (Taubman Centers Inc)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension)) (or such other date as reasonably agreed to by the Issuing Bank; provided that such date is not beyond the LC Expiration Date, unless the applicable Issuing Bank agrees and such Letter of Credit has been cash collateralized or backstopped (or the Borrower has entered into separate undertakings to deliver cash collateral or a backstop letter of credit) in a manner acceptable to the applicable Issuing Bank) and (ii) the LC Expiration Date; provided that if such expiry date that is five not a Business Days Day, such Letter of Credit shall expire at or prior to the Revolving Maturity Date and (iii) such later date agreed by close of business on the applicable Issuing Bank if arrangements acceptable to such Issuing Bank in its sole discretion have been made to cash collateralize the applicable Letter of Credit prior to the issuance thereofnext succeeding Business Day; provided, howeverfurther, that any Letter of Credit may, upon the request of the Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of one year or less (but not beyond the date that is five Business Days prior LC Expiration Date, unless the applicable Issuing Bank agrees and such Letter of Credit has been cash collateralized or backstopped (or the Borrower has entered into separate undertakings to deliver cash collateral or a backstop letter of credit) in a manner acceptable to the Revolving Maturity Dateapplicable Issuing Bank) unless the applicable Issuing Bank notifies the beneficiary thereof within the time period specified in such Letter of Credit or, if no such time period is specified, at least 30 days prior to the then-applicable expiration date date, that such Letter of Credit will not be renewed. For the avoidance of doubt, if the Revolving Maturity Date shall be extended pursuant to Section 2.21, “Revolving Maturity Date” as referenced in this paragraph shall refer to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or any Letter of Credit issued thereby, may not be extended with respect to any Issuing Bank without the prior written consent of such Issuing Bank.e)

Appears in 2 contracts

Samples: Credit Agreement (Virtus Investment Partners, Inc.), Credit Agreement (Virtus Investment Partners, Inc.)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension), ) and (ii) 365 days (such 365th day, the date that is five Business Days prior to LC Outside Date ) after the Revolving Maturity Date and (iii) such later date agreed by the applicable Issuing Bank if arrangements acceptable to such Issuing Bank in its sole discretion have been made to cash collateralize the applicable Letter of Credit prior to the issuance thereofDate; provided, however, provided that any Letter of Credit maywith a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (ii) above). Notwithstanding the foregoing, upon if the request date of the Borrowerrequired notification of intent to or not to renew or extend a Letter of Credit for an additional year (the LC Notification Date ) occurs prior to the Maturity Date, include a provision whereby but such Letter of Credit, if extended or renewed for an additional year, would expire after the LC Outside Date, such notification may be given (in the case of any Letter of Credit that requires affirmative notification of intent to extend or renew) or withheld (in the case of any Letter of Credit that requires notification of intent not to extend or renew), and the maturity of such Letter of Credit shall be renewed automatically may extend for additional consecutive periods a period of up to one year or less (but not beyond following the date of such renewal or extension, provided that is five Business Days (A) on or prior to the Revolving Maturity LC Notification Date) unless , the applicable Issuing Bank notifies Borrower shall deposit cash in the beneficiary thereof at least 30 days prior Letter of Credit Account in an amount equal to the then-applicable expiration date that 105% of such Letter of Credit will not as collateral security for the Borrower s reimbursement obligations in connection therewith, such cash to be renewed. For remitted to the avoidance Borrower upon and to the extent of doubtthe expiration, cancellation or other termination or satisfaction of such reimbursement obligations and (B) if requested by the Revolving Maturity Date Issuing Lender, the Borrower shall be extended pursuant to Section 2.21, “Revolving promptly (but in no event later than the Maturity Date” as referenced ) execute and deliver a letter of credit reimbursement agreement in this paragraph shall refer form and substance satisfactory to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything Issuing Lender in this Agreement (including Section 2.21 hereof) connection with such renewal or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or any Letter of Credit issued thereby, may not be extended with respect to any Issuing Bank without the prior written consent of such Issuing Bankextension.

Appears in 2 contracts

Samples: Loan and Guaranty Agreement, Loan and Guaranty Agreement

Expiration Date. Each No Letter of Credit shall have an expiration date (including all rights of any Borrower or the beneficiary to require renewal) later than one (1) Business Day prior to the Revolving Credit Maturity Date. The foregoing notwithstanding, any standby Letter of Credit may, by its terms, be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit (but in any event at least three (3) Business Days prior to the date of the proposed renewal of such standby Letter of Credit) and upon fulfillment of the applicable conditions set forth in Article III unless the Issuing Bank shall have notified the Company (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit (but in any event at least thirty (30) Business Days prior to the date of automatic renewal) of its election not to renew such standby Letter of Credit (a “Notice of Termination”); provided that the terms of each standby Letter of Credit that is automatically renewable annually shall not permit the expiration date (after giving effect to any renewal) of such standby Letter of Credit in any event to be extended to a date later than one (1) Business Day before the Revolving Credit Maturity Date. If either a Notice of Renewal is not given by the Company (on behalf of the Borrower for whose account the Letter of Credit was issued) or a Notice of Termination is given by the Issuing Bank pursuant to the immediately preceding sentence, such standby Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension), (ii) the date that is five Business Days prior to the Revolving Maturity Date and (iii) such later date agreed by the applicable Issuing Bank if arrangements acceptable to such Issuing Bank in its sole discretion on which it otherwise would have been made to cash collateralize the applicable Letter of Credit prior to the issuance thereofautomatically renewed; provided, however, that any Letter even in the absence of Credit receipt of a Notice of Renewal, the Issuing Bank may, upon in its discretion unless instructed to the request contrary by the Administrative Agent or the Company, deem that a Notice of the BorrowerRenewal had been timely delivered and, include in such case, a provision whereby such Letter Notice of Credit Renewal shall be renewed automatically deemed to have been so delivered for additional consecutive periods of one year or less (but not beyond the date that is five Business Days prior to the Revolving Maturity Date) unless the applicable Issuing Bank notifies the beneficiary thereof at least 30 days prior to the then-applicable expiration date that such Letter of Credit will not be renewed. For the avoidance of doubt, if the Revolving Maturity Date shall be extended pursuant to Section 2.21, “Revolving Maturity Date” as referenced in all purposes under this paragraph shall refer to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or any Letter of Credit issued thereby, may not be extended with respect to any Issuing Bank without the prior written consent of such Issuing BankAgreement.

Appears in 2 contracts

Samples: Loan Agreement (Moog Inc.), Fourth Amended And (Moog Inc)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension), ) and (ii) the Letter of Credit Expiration Date; provided that if the Borrower so requests in any applicable Letter of Credit Application, the applicable Issuing Bank shall agree to issue a standby or commercial Letter of Credit that has automatic renewal provisions (each, an “Auto- Renewal Letter of Credit”); provided that any such Auto-Renewal Letter of Credit must permit the applicable Issuing Bank to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Nonrenewal Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Bank, the Borrower shall not be required to make a specific request to such Issuing Bank for any such renewal. Once an Auto-Renewal Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided that no Issuing Bank shall permit any such renewal if (A) such Issuing Bank has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Section 2.05(b)(ii) or otherwise), or (B) it has received notice (in writing) on or before the day that is five (5) Business Days prior before the Nonrenewal Notice Date from the Administrative Agent, any Revolving Lender, or the Borrower that one or more of the applicable express conditions specified in Section 4.02 is not then satisfied (or waived), and provided further that, if agreed to the Revolving Maturity Date and (iii) such later date agreed by the applicable Issuing Bank if arrangements acceptable to such Issuing Bank in its sole discretion have been made to cash collateralize the applicable Letter of Credit prior to the issuance thereof; provideddiscretion, however, that any a Letter of Credit may, upon the request of the Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of one year or less (but not a period beyond the date that is five Business Days prior to the Revolving Maturity Date) unless Termination Date if, at the applicable time of such request or such other time as may be agreed by the Issuing Bank notifies the beneficiary thereof at least 30 days prior to the then-applicable expiration date that Bank, such Letter of Credit will not be renewed. For the avoidance of doubt, if the Revolving Maturity Date shall be extended pursuant has become subject to Section 2.21, “Revolving Maturity Date” as referenced in this paragraph shall refer Cash Collateralization or other arrangements satisfactory to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or any Letter of Credit issued thereby, may not be extended with respect to any Issuing Bank without the prior written consent of such Issuing Bank.

Appears in 2 contracts

Samples: First Lien Credit Agreement (GoodRx Holdings, Inc.), First Lien Credit Agreement (GoodRx Holdings, Inc.)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereofof a Letter of Credit, one year after such renewal or extension), in each case unless consented to by the relevant Issuing Bank and the Administrative Agent, and (ii) the date that is five Business Days prior to the Revolving Maturity Date and (iii) such later date agreed by Date. If the applicable Borrower so requests, the Issuing Bank if arrangements acceptable shall agree to such Issuing Bank in its sole discretion have been made to cash collateralize the applicable issue a Letter of Credit prior to the issuance thereofthat has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided, however, provided that any such Auto-Extension Letter of Credit may, upon must permit the request relevant Issuing Bank to prevent any such extension at least once in each 12-month period (commencing with the date of the Borrower, include a provision whereby issuance of such Letter of Credit shall be renewed automatically for additional consecutive periods of one year or less (but not and in no event extending beyond the date that is five Business Days prior to the Revolving Maturity Date) Date unless Cash Collateralized or backstopped in a manner reasonably acceptable to the Administrative Agent and the applicable Issuing Bank notifies Bank) by giving prior notice to the beneficiary thereof not later than a day (the “Non-extension Notice Date”) in each such 12-month period to be mutually agreed upon at least 30 days prior to the then-applicable expiration date that time such Letter of Credit will is issued. Unless otherwise directed by the relevant Issuing Bank, the Borrower shall not be renewed. For the avoidance of doubt, if the Revolving Maturity Date shall be extended pursuant required to Section 2.21, “Revolving Maturity Date” as referenced in this paragraph shall refer make a specific request to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any relevant Issuing Bank or for any such extension. Once an Auto-Extension Letter of Credit issued therebyhas been issued, the Lenders shall be deemed to have authorized (but may not be extended with respect to any require) the relevant Issuing Bank without to permit the prior written consent extension of such Letter of Credit at any time to an expiry date not later than the date that is five Business Days prior to the Maturity Date; provided that the relevant Issuing BankBank shall not permit any such extension if (A) the relevant Issuing Bank has determined that it would have no obligation at such time to issue such Letter of Credit in its extended form under the terms hereof, or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-extension Notice Date from the Administrative Agent any Lender or the Borrower that one or more of the applicable conditions specified in Section 6.02 is not then satisfied or waived.

Appears in 2 contracts

Samples: Credit Agreement (Sundance Energy Inc.), Credit Agreement (Sundance Energy Australia LTD)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension), and (ii) the date that is five Business Days prior to the Revolving Maturity Date and (iii) such later date agreed by the applicable Issuing Bank if arrangements acceptable to such Issuing Bank in its sole discretion have been made to cash collateralize the applicable Letter of Credit prior to the issuance thereofTermination Date; provided, however, provided that any Letter of Credit maymay provide for the renewal thereof for additional periods not to exceed one year (which in no event extend beyond the date referred to in clause (ii) above). Notwithstanding the foregoing, upon any Issuing Bank, in its sole discretion, may issue one or more Letters of Credit, each with an expiration date extending beyond the request Termination Date (each a “Designated Letter of Credit” and, collectively, the Borrower“Designated Letters of Credit”); provided that on or before the Termination Date, include a provision whereby to the extent that any Designated Letter of Credit remains outstanding, the applicable Borrower shall Cash Collateralize the aggregate then undrawn and unexpired amount of all Designated Letters of Credit outstanding at such time. In the event that the applicable Borrower fails to Cash Collateralize the outstanding Designated Letters of Credit by the Termination Date, each such outstanding Designated Letter of Credit shall automatically be renewed automatically for additional consecutive periods deemed drawn in full and such Borrower shall be deemed to have requested a Revolving Credit Advance to be funded by the Lenders on the Termination Date to reimburse such drawing (with the proceeds of one year or less (but not beyond the date that is five Business Days prior such Revolving Credit Advance being used to the Revolving Maturity Date) unless the applicable Issuing Bank notifies the beneficiary thereof at least 30 days prior to the then-applicable expiration date that such Letter Cash Collateralize outstanding Designated Letters of Credit will not be renewedas set forth above) in accordance with Section 2.03(d). For The funding by a Lender of its pro rata share of such Revolving Credit Advance to Cash Collateralize the avoidance outstanding Designated Letters of doubt, if Credit on the Revolving Maturity Termination Date shall be extended pursuant to Section 2.21, “Revolving Maturity Date” as referenced deemed payment by such Lender in this paragraph shall refer to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything respect of its participation in this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as each such term is used in reference to any Issuing Bank or any Designated Letter of Credit issued thereby, may not be extended with respect to any Issuing Bank without the prior written consent of such Issuing BankCredit.

Appears in 2 contracts

Samples: Credit Agreement (Rayonier Inc), Credit Agreement (Rayonier Inc)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension), ) and (ii) the Letter of Credit Expiration Date, provided if the Borrower so requests in any applicable Letter of Credit Application, the Issuing Bank shall agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal Letter of Credit”); provided that any such Auto-Renewal Letter of Credit must permit the Issuing Bank to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Nonrenewal Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Issuing Bank, the Borrower shall not be required to make a specific request to the Issuing Bank for any such renewal. Once an Auto-Renewal Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) the Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided that the Issuing Bank shall not permit any such renewal if (A) the Issuing Bank has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Section 2.05(b)(ii) or otherwise), or (B) it has received notice (which may be by telephone, followed promptly in writing, or in writing) on or before the day that is five Business Days prior thirty (30) days before the Nonrenewal Notice Date from the Administrative Agent or any Revolving Lender, as applicable, or the Borrower that one or more of the applicable express conditions specified in Section 4.02 is not then satisfied (or waived), and provided further that, if agreed to the Revolving Maturity Date and (iii) such later date agreed by the applicable Issuing Bank if arrangements acceptable to such Issuing Bank in its sole discretion have been made to cash collateralize the applicable Letter of Credit prior to the issuance thereof; provideddiscretion, however, that any a Letter of Credit may, upon the request of the Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of one year or less (but not a period beyond the date that is five Business Days prior to the Revolving Maturity Date) unless Date if, at the applicable time of such request or such other time as may be agreed by the Issuing Bank notifies the beneficiary thereof at least 30 days prior to the then-applicable expiration date that Bank, such Letter of Credit will not be renewed. For has become subject to cash collateralization (at 103% of the avoidance face value of doubt, if the Revolving Maturity Date shall be extended pursuant to Section 2.21, “Revolving Maturity Date” as referenced in this paragraph shall refer such Letter of Credit) or other arrangements satisfactory to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or any Letter of Credit issued thereby, may not be extended with respect to any Issuing Bank without the prior written consent of such Issuing Bank.

Appears in 2 contracts

Samples: Credit Agreement (Micro Focus International PLC), Credit Agreement (Micro Focus International PLC)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension), ) unless otherwise consented to by the Issuing Bank and (ii) the date that is five Business Days prior to the Revolving Maturity Date and (iii) such later date agreed by the applicable Issuing Bank if arrangements acceptable to such Issuing Bank in its sole discretion have been made to cash collateralize the applicable Letter of Credit prior to the issuance thereofDate; provided, however, provided that any Letter of Credit may, may contain customary automatic renewal provisions agreed upon by the request Borrower and the applicable Issuing Bank pursuant to which the expiration date of the Borrower, include a provision whereby such Letter of Credit shall automatically be renewed automatically extended for additional consecutive periods a period of one year or less up to 12 months (but not beyond to a date later than the date set forth in clause (ii) above), subject to any right on the part of such Issuing Bank to prevent any such renewal from occurring that may be contained in such Letter of Credit; and provided further that if there exist any Incremental Revolving Commitments having a maturity date later than the Revolving Maturity Date (the “Subsequent Maturity Date”), then, so long as the aggregate LC Exposure in respect of Letters of Credit expiring after the Revolving Maturity Date will not exceed the lesser of $10,000,000 and the aggregate amount of such Incremental Revolving Commitments, the Borrower may request the issuance of a Letter of Credit that shall expire at or prior to the close of business on the earlier of (A) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (B) the date that is five Business Days prior to the Revolving Subsequent Maturity Date) unless . Notwithstanding the foregoing, any Letter of Credit issued hereunder may, in the sole discretion of the applicable Issuing Bank notifies Bank, expire after the beneficiary thereof at least 30 days fifth Business Day prior to the then-applicable expiration date that such Letter of Credit will not be renewed. For the avoidance of doubt, if the Revolving Maturity Date shall be extended pursuant to Section 2.21, “Revolving Maturity Date” as referenced in this paragraph shall refer to the Revolving Maturity Date as extended pursuant (or the Subsequent Maturity Date) but on or before the date that is 90 days after the Revolving Maturity Date (or the Subsequent Maturity Date), provided that the Borrower hereby agrees that it shall provide cash collateral in an amount equal to Section 2.21; provided that, notwithstanding anything 102% of the LC Exposure in this Agreement (including Section 2.21 hereof) or respect of any other Loan Document such outstanding Letter of Credit to the contrary, applicable Issuing Bank at least five Business Days prior to the Revolving Maturity Date (or Subsequent Maturity Date, if applicable), which such amount shall be (A) deposited by the Borrower in an account with and in the name of such Issuing Bank and (B) held by such Issuing Bank for the satisfaction of the Borrower’s reimbursement obligations in respect of such Letter of Credit until the expiration of such Letter of Credit. Any Letter of Credit issued with an expiration date beyond the fifth Business Day prior to the Revolving Maturity Date (or the Subsequent Maturity Date, as such term is used in reference applicable) shall, to the extent of any Issuing Bank undrawn amount remaining thereunder on the Revolving Maturity Date (or any the Subsequent Maturity Date, if applicable), cease to be a “Letter of Credit” outstanding under this Agreement for purposes of the Revolving Lenders’ obligations to participate in Letters of Credit issued thereby, may not be extended with respect pursuant to any Issuing Bank without the prior written consent of such Issuing Bankclause (d) below.

Appears in 2 contracts

Samples: Credit Agreement (Netscout Systems Inc), Agreement (Netscout Systems Inc)

Expiration Date. Each Letter of Credit No extension shall expire at become effective unless the express written consent thereto by the Required Commitment Banks and the Issuing Bank is received by the Agent on or before the thirtieth (30th) day prior to the close Current Expiration Date. If the Issuing Bank and the Required Commitment Banks, but not all Commitment Banks, have expressly consented in writing to such Extension Request by such thirtieth (30th) day, then the Agent shall so notify XL Capital and XL Capital may, effective as of business on the earlier Current Expiration Date, take one or both of the following actions: (i) replace any Commitment Bank which has not agreed to such Extension Request (a "NONEXTENDING BANK") with another commercial lending institution satisfactory to the date that is one year after the date Issuing Bank (a "REPLACEMENT BANK") by giving notice of the issuance name of such Letter of Credit Replacement Bank to the Agent and the Issuing Bank not later than five (or, in the case of any renewal or extension thereof, one year after such renewal or extension), (ii5) the date that is five Business Days prior to the Revolving Maturity then Current Expiration Date and (iii) such later date agreed by securing the applicable agreement, in form and substance satisfactory to the Issuing Bank if arrangements acceptable to such Issuing Bank in its sole discretion have been made to cash collateralize the applicable Bank, of each beneficiary under each outstanding Syndicated Letter of Credit prior to the issuance thereofsubstitution of such Replacement Bank for such Nonextending Bank under each such Syndicated Letter of Credit, and (ii) elect to implement a Conversion to Tranche System as contemplated by Section 2.20 hereof (or, if the Conversion to Tranche System has previously been implemented, elect to implement a Supplement to Tranche System as contemplated by Section 2.20 hereof). In the event that a Nonextending Bank is to be replaced by a Replacement Bank, such Nonextending Bank shall, upon payment to it of all amounts owing to it on the date of its replacement, assign all of its interests hereunder to such Replacement Bank in accordance with the provisions of Section 9.13(c) hereof. If the Issuing Bank and the Required Commitment Banks shall have consented to such Extension Request, then, on the Current Expiration Date, the Expiration Date shall be deemed to have been extended to, and shall be, the date specified in such Extension Request; providedPROVIDED that if the Required Commitment Banks, howeverbut not all Commitment Banks, that shall have consented to such Extension Request and XL Capital has elected to implement a Conversion to Tranche System, then the Expiration Date shall be deemed to have been so extended only with respect to Participated Letters of Credit and not with respect to Syndicated Letters of Credit. The Agent shall promptly after any such extension advise the Banks of any changes in the Letter of Credit may, upon Committed Amounts and the request of the Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of one year or less (but not beyond the date that is five Business Days prior to the Revolving Maturity Date) unless the applicable Issuing Bank notifies the beneficiary thereof at least 30 days prior to the then-applicable expiration date that such Letter of Credit will not be renewed. For the avoidance of doubt, if the Revolving Maturity Date shall be extended pursuant to Section 2.21, “Revolving Maturity Date” as referenced in this paragraph shall refer to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrary, the Revolving Maturity DateCommitment Percentages, as such term is used in reference well as any changes effected by the election of the Conversion to any Issuing Bank Tranche System or any Letter of Credit issued thereby, may not be extended with respect a Supplement to any Issuing Bank without the prior written consent of such Issuing BankTranche System.

Appears in 1 contract

Samples: Xl Capital LTD

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereofof a Letter of Credit, one year after such renewal or extension), in each case unless consented to by the relevant Issuing Bank and the Administrative Agent, and (ii) the date that is five Business Days prior to the Revolving Maturity Date and (iii) such later date agreed by Date. If the applicable Borrower so requests, the Issuing Bank if arrangements acceptable shall agree to such Issuing Bank in its sole discretion have been made to cash collateralize the applicable issue a Letter of Credit prior to the issuance thereofthat has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided, however, provided that any such Auto-Extension Letter of Credit may, upon must permit the request relevant Issuing Bank to prevent any such extension at least once in each 12-month period (commencing with the date of the Borrower, include a provision whereby issuance of such Letter of Credit shall be renewed automatically for additional consecutive periods of one year or less (but not and in no event extending beyond the date that is five Business Days prior to the Revolving Maturity Date) Date unless Cash Collateralized or backstopped in a manner reasonably acceptable to the Administrative Agent and the applicable Issuing Bank notifies Bank) by giving prior notice to the beneficiary thereof not later than a day (the “Non-extension Notice Date”) in each such 12-month period to be mutually agreed upon at least 30 days prior to the then-applicable expiration date that time such Letter of Credit will is issued. Unless otherwise directed by the relevant Issuing Bank, the Borrower shall not be renewedrequired to make a specific request to the relevant Issuing Bank for any such extension. For Once an Auto-Extension Letter of Credit has been issued, the avoidance of doubt, if the Revolving Maturity Date Lenders shall be extended pursuant deemed to Section 2.21, “Revolving Maturity Date” as referenced in this paragraph shall refer have authorized (but may not require) the relevant Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than the date that is five Business Days prior to the Revolving Maturity Date as extended pursuant to Section 2.21Date; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to that the contrary, the Revolving Maturity Date, as such term is used in reference to any relevant Issuing Bank or shall not permit any such extension if (A) the relevant Issuing Bank has determined that it would have no obligation at such time to issue such Letter of Credit issued therebyin its extended form under the terms hereof, or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-extension Notice Date from the Administrative Agent any Revolving Lender or the Borrower that one or more of the applicable conditions specified in Section 6.02 is not be extended with respect to any Issuing Bank without the prior written consent of such Issuing Bankthen satisfied or waived.

Appears in 1 contract

Samples: Credit Agreement (Sundance Energy Australia LTD)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, the date that is one year after the date of such renewal or extension), ) and (ii) the date that is five Business Days prior to the Revolving Maturity Date (unless other provisions or arrangements reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent shall have been made with respect to such Letter of Credit). If the Borrower so requests in any notice requesting the issuance of a Letter of Credit, the applicable Issuing Bank shall issue a Letter of Credit that has automatic renewal provisions (iiieach, an “Auto Renewal Letter of Credit”); provided, that the Borrower shall be required to make a specific request to the applicable Issuing Bank for any such renewal. Once an Auto Renewal Letter of Credit has been issued, the applicable Tranche A Lenders shall be deemed to have authorized the renewal of such Letter of Credit at any time to an expiry date not later than the earlier of (i) the date that is one year from the date of such later date renewal (or such longer period as may be agreed by the applicable Issuing Bank if pursuant to arrangements acceptable reasonably satisfactory to such Issuing Bank in its sole discretion have been made to cash collateralize the applicable Letter of Credit prior to the issuance thereof; provided, however, that any Letter of Credit may, upon the request of the Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of one year or less Bank) and (but not beyond ii) the date that is five Business Days prior to the Revolving Maturity Date) Date (unless other provisions or arrangements reasonably satisfactory to the applicable Issuing Bank notifies shall have been made with respect to such Letter of Credit); provided, that the beneficiary thereof applicable Issuing Bank shall not permit any such renewal if such Issuing Bank has determined that it would have no obligation at least 30 days prior such time to the then-applicable expiration date that issue such Letter of Credit will not be renewed. For in its renewed form under the avoidance terms hereof (by reason of doubt, if the Revolving Maturity Date shall be extended pursuant to provisions of Section 2.21, “Revolving Maturity Date” as referenced in this paragraph shall refer to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) 4.2 or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or any Letter of Credit issued thereby, may not be extended with respect to any Issuing Bank without the prior written consent of such Issuing Bankotherwise).

Appears in 1 contract

Samples: Credit Agreement (Southeastern Grocers, Inc.)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension), ) and (ii) the date that is five Business Days prior to the Revolving Maturity Date and (iii) such later date agreed by Date; provided, that if the applicable Borrower so requests in any notice requesting the issuance of a Letter of Credit, Issuing Bank if arrangements acceptable to such Issuing Bank in its sole discretion have been made to cash collateralize the applicable shall issue a Letter of Credit prior to the issuance thereofthat has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided, however, further that any such Auto-Extension Letter of Credit may, must permit the Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the request of the Borrower, include a provision whereby time such Letter of Credit is issued. Unless otherwise directed by the Issuing Bank, the applicable Borrower shall not be required to make a specific request to the Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be renewed automatically for additional consecutive periods of one year or less deemed to have authorized (but may not beyond require) the Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than the date that is five Business Days prior to the Revolving Maturity Date) unless ; provided, however, that the applicable Issuing Bank notifies shall not permit any such extension if (A) the beneficiary thereof Issuing Bank has determined that it would not be permitted, or would have no obligation at least 30 days prior such time to the then-applicable expiration date that issue such Letter of Credit will in its revised form (as extended) under the terms hereof, (B) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not be renewed. For to permit such extension or (2) from the avoidance Administrative Agent, any Lender or the Company that one or more of doubtthe applicable conditions specified in Section 4.02 is not then satisfied, if and in each such case directing the Revolving Maturity Date shall be extended pursuant to Section 2.21, “Revolving Maturity Date” as referenced in this paragraph shall refer to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank not to permit such extension or any (C) such Auto-Extension Letter of Credit issued thereby, may not be extended with respect to any Issuing Bank without the prior written consent is an Existing Letter of such Issuing BankCredit.

Appears in 1 contract

Samples: Security Agreement (Deckers Outdoor Corp)

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Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension), ) and (ii) the date that is five Business Days prior to the Revolving Maturity Date; provided, that the expiry date of a Letter of Credit may be up to one year later than the fifth Business Day prior to the Maturity Date and (iii) if the applicable Borrower has posted on or before the fifth Business Day prior to the Maturity Date cash collateral on terms satisfactory to the Administrative Agent in an amount equal to 105% of the LC Exposure with respect to such later date agreed by Letter of Credit. A Letter of Credit may provide for automatic renewals for additional periods of up to one year subject to a right on the part of the applicable Issuing Bank if arrangements acceptable to prevent any such renewal from occurring by giving notice to the beneficiary during a specified period in advance of any such renewal, and the failure of such Issuing Bank in its sole discretion have been made to cash collateralize give such notice by the applicable end of such period shall for all purposes hereof be deemed an extension of such Letter of Credit prior to the issuance thereofCredit; provided, however, provided that in no event shall any Letter of Credit mayCredit, upon the request of the Borroweras extended from time to time, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of one year or less (but not beyond expire after the date that is five Business Days prior to the Revolving Maturity Date) Date unless the applicable Issuing Bank notifies the beneficiary thereof at least 30 days prior to the then-applicable expiration date that such Letter of Credit will not shall have been cash collateralized in accordance with the preceding sentence, in which case, the expiry date may be renewed. For up to one year later than the avoidance of doubt, if fifth Business Day prior to the Revolving Maturity Date shall be extended pursuant to Section 2.21, “Revolving Maturity Date” as referenced in this paragraph shall refer to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or any Letter of Credit issued thereby, may not be extended with respect to any Issuing Bank without the prior written consent of such Issuing Bank.

Appears in 1 contract

Samples: Credit Agreement (Brown Forman Corp)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension), ) unless otherwise consented to by the applicable Issuing Bank and (ii) the date that is five Business Days prior to the Revolving Maturity Date and (iii) such later date agreed by the applicable Issuing Bank if arrangements acceptable to such Issuing Bank in its sole discretion have been made to cash collateralize the applicable Letter of Credit prior to the issuance thereofDate; provided, however, provided that any Letter of Credit may, may contain customary automatic renewal provisions agreed upon by the request of the applicable Borrower, include a provision whereby or the Borrower Agent on its behalf, and the applicable Issuing Bank pursuant to which the expiration date of such Letter of Credit shall automatically be renewed automatically extended for additional consecutive periods a period of one year or less up to 12 months (but not beyond to a date later than the date set forth in clause (ii) above), subject to a right on the part of such Issuing Bank to prevent any such renewal from occurring by giving notice to the beneficiary in advance of any such renewal; and provided further that if there exist any Incremental Revolving Commitments having a maturity date later than the Revolving Maturity Date (the “Subsequent Maturity Date”), then, so long as the aggregate LC Exposure in respect of Letters of Credit expiring after the Revolving Maturity Date will not exceed the lesser of $50,000,000 and the aggregate amount of such Incremental Revolving Commitments, the applicable Borrower, or the Borrower Agent on its behalf, may request the issuance of a Letter of Credit that shall expire at or prior to the close of business on the earlier of (A) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (B) the date that is five Business Days prior to the Revolving Subsequent Maturity Date) unless . Notwithstanding the foregoing, any Letter of Credit issued hereunder may, in the sole discretion of the applicable Issuing Bank notifies Bank, expire after the beneficiary thereof at least 30 days fifth Business Day prior to the then-applicable expiration date that such Letter of Credit will not be renewed. For the avoidance of doubt, if the Revolving Maturity Date shall be extended pursuant to Section 2.21, “Revolving Maturity Date” as referenced in this paragraph shall refer to the Revolving Maturity Date as extended pursuant (or the Subsequent Maturity Date) but on or before the date that is 90 days after the Revolving Maturity Date (or the Subsequent Maturity Date), provided that each Borrower hereby agrees that it shall in the case of any such Letter of Credit issued for its account provide cash collateral in an amount equal to Section 2.21; provided that, notwithstanding anything 102% of the LC Exposure in this Agreement (including Section 2.21 hereof) or respect of any other Loan Document such outstanding Letter of Credit to the contrary, applicable Issuing Bank at least five Business Days prior to the Revolving Maturity Date (or the Subsequent Maturity Date, if applicable), which such amount shall be (A) deposited by the applicable Borrower in an account with and in the name of such Issuing Bank and (B) held by such Issuing Bank for the satisfaction of the applicable Borrower’s reimbursement obligations in respect of such Letter of Credit until the expiration of such Letter of Credit. Any Letter of Credit issued with an expiration date beyond the fifth Business Day prior to the Revolving Maturity Date (or the Subsequent Maturity Date, as such term is used in reference applicable) shall, to the extent of any Issuing Bank undrawn amount remaining thereunder on the Revolving Maturity Date (or any the Subsequent Maturity Date, if applicable), cease to be a “Letter of Credit” outstanding under this Agreement for purposes of the Revolving Lenders’ obligations to participate in Letters of Credit issued thereby, may not be extended with respect pursuant to any Issuing Bank without the prior written consent of such Issuing Bankclause (d) below.

Appears in 1 contract

Samples: Credit Agreement (NCR Corp)

Expiration Date. Each No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than one (1) Business Day prior to the Revolving Credit Maturity Date. The foregoing notwithstanding, any standby Letter of Credit may, by its terms, be renewable annually upon notice (a “Notice of Renewal”) given to an Issuing Bank and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit (but in any event at least three (3) Business Days prior to the date of the proposed renewal of such standby Letter of Credit) and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank shall have notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit (but in any event at least thirty (30) Business Days prior to the date of automatic renewal) of its election not to renew such standby Letter of Credit (a “Notice of Termination”); provided that the terms of each standby Letter of Credit that is automatically renewable annually shall not permit the expiration date (after giving effect to any renewal) of such standby Letter of Credit in any event to be extended to a date later than one (1) Business Day before the Revolving Credit Maturity Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by an Issuing Bank pursuant to the immediately preceding sentence, such standby Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension), (ii) the date that is five Business Days prior to the Revolving Maturity Date and (iii) such later date agreed by the applicable Issuing Bank if arrangements acceptable to such Issuing Bank in its sole discretion on which it otherwise would have been made to cash collateralize the applicable Letter of Credit prior to the issuance thereofautomatically renewed; provided, however, that any Letter even in the absence of Credit receipt of a Notice of Renewal, an Issuing Bank may, upon in its discretion unless instructed to the request of contrary by the Administrative Agent or the Borrower, include deem that a provision whereby Notice of Renewal had been timely delivered and, in such Letter case, a Notice of Credit Renewal shall be renewed automatically deemed to have been so delivered for additional consecutive periods of one year or less (but not beyond the date that is five Business Days prior to the Revolving Maturity Date) unless the applicable Issuing Bank notifies the beneficiary thereof at least 30 days prior to the then-applicable expiration date that such Letter of Credit will not be renewed. For the avoidance of doubt, if the Revolving Maturity Date shall be extended pursuant to Section 2.21, “Revolving Maturity Date” as referenced in all purposes under this paragraph shall refer to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or any Letter of Credit issued thereby, may not be extended with respect to any Issuing Bank without the prior written consent of such Issuing BankAgreement.

Appears in 1 contract

Samples: Loan Agreement (Moog Inc)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension), ) and (ii) the date that is five Business Days prior to before the Revolving Maturity Date and (iii) such later date agreed by Date, provided if the applicable Issuing Bank if arrangements acceptable to such Issuing Bank Borrower so request in its sole discretion have been made to cash collateralize the any applicable Letter of Credit Application, the Issuing Bank shall agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal Letter of Credit”); provided that any such Auto-Renewal Letter of Credit must permit the Issuing Bank to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the issuance thereofbeneficiary thereof not later than a day (the “Nonrenewal Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Issuing Bank, the Borrower shall not be required to make a specific request to the Issuing Bank for any such renewal. Once an Auto-Renewal Letter of Credit has been issued, the applicable Lenders shall be deemed to have authorized (but may not require) the Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; providedprovided that the Issuing Bank shall not permit any such renewal if (A) the Issuing Bank has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Section 2.05(b)(ii) or otherwise), howeveror (B) it has received notice (which may be by telephone, followed promptly in writing, or in writing) on or before the day that is thirty (30) days before the Nonrenewal Notice Date from the Administrative Agent or any Revolving Lender, as applicable, or the Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and provided further that, if agreed to by the Issuing Bank, a Letter of Credit may, upon the request of the Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of one year or less (but not a period beyond the date that is five Business Days prior to the Revolving Maturity Date) unless the applicable Issuing Bank notifies the beneficiary thereof at least 30 days prior to the then-applicable expiration date that Date if such Letter of Credit will not be renewed. For has become subject to cash collateralization (at 103% of the avoidance face value of doubt, if the Revolving Maturity Date shall be extended pursuant to Section 2.21, “Revolving Maturity Date” as referenced in this paragraph shall refer such Letter of Credit) or other arrangements satisfactory to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or any Letter of Credit issued thereby, may not be extended with respect to any Issuing Bank without the prior written consent of such Issuing Bank.

Appears in 1 contract

Samples: Credit Agreement (Infor, Inc.)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier date that is two Business Days prior to the Maturity Date. Notwithstanding the foregoing, any Letter of (i) Credit issued hereunder may, in the sole discretion of the applicable Issuing Bank, expire after the second Business Day prior to the Maturity Date but on or before the date that is one year 180 days after the Maturity Date; provided that the Borrower hereby agrees that it shall, at least 10 days prior to the Maturity Date (or, if such outstanding Letter of Credit is a Letter of Credit which provides for automatic renewals thereof pursuant to customary evergreen provisions, no later than the date on which the applicable Issuing Bank would be required to give notice of its intention to not renew such Letter of Credit pursuant to the terms thereof), provide to the applicable Issuing Bank a backstop letter of credit or cash collateral in an amount equal to 102% of the issuance LC Exposure in respect of any such outstanding Letter of Credit, which amount, in the case of such cash collateral, shall be (i) deposited by the Borrower in an account with and in the name of such Issuing Bank and (ii) held by such Issuing Bank for the satisfaction of the Borrower’s reimbursement obligations in respect of such Letter of Credit (or, in until the case expiration of any renewal or extension thereof, one year after such renewal or extension), (ii) Letter of Credit. Any Letter of Credit issued with an expiration date beyond the date that is five second Business Days Day prior to the Revolving Maturity Date and (iii) such later date agreed by shall, to the applicable Issuing Bank if arrangements acceptable extent of any undrawn amount remaining thereunder on the Maturity Date, cease to such Issuing Bank in its sole discretion have been made to cash collateralize the applicable be a “Letter of Credit prior Credit” outstanding under this Agreement for purposes of the Lenders’ obligations to the issuance thereof; provided, however, that any Letter participate in Letters of Credit may, upon the request of the Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of one year or less pursuant to clause (but not beyond the date that is five Business Days prior to the Revolving Maturity Dated) unless the applicable Issuing Bank notifies the beneficiary thereof at least 30 days prior to the then-applicable expiration date that such Letter of Credit will not be renewedbelow. For the avoidance of doubt, if the Revolving Maturity Date shall be extended pursuant to Section 2.21, “Revolving Maturity Date” as referenced in this paragraph sentence shall refer to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrary, the Revolving Maturity DateDate and the LC Availability Period, as such term is terms are used in reference to any Issuing Bank or any Letter of Credit issued thereby, may not be extended with respect to any Issuing Bank without the prior written consent of such Issuing Bank.

Appears in 1 contract

Samples: Credit Agreement (NEWMONT Corp /DE/)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year twelve months after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year twelve months after the then-current expiration date of such renewal or extension), Letter of Credit) and (ii) the date that is five Business Days prior to the Revolving Maturity Date Commitment Termination Date; provided that, notwithstanding the foregoing, the Borrowers may request the issuance of a Letter of Credit with an initial expiry date which complies with the foregoing requirements of this paragraph that has automatic renewal provisions (an “Auto-Renewal Letter of Credit”) (and, in the request for the issuance of a Letter of Credit, the Borrower shall specify if such Letter of Credit is an Auto-Renewal Letter of Credit and the proposed initial expiry date and renewal provisions therefor), subject to the following provisions: (iiiw) such later date agreed the issuance of an Auto-Renewal Letter of Credit hereunder shall be at the sole and absolute discretion of the Issuing Lender; (x) without the consent of the Lenders, no Auto-Renewal Letter of Credit issued hereunder by the applicable Issuing Bank if arrangements acceptable Lender shall be permitted to such be renewed to a date later than the first anniversary of the Commitment Termination Date; (y) the Issuing Bank Lender may in its sole discretion have been made to cash collateralize give a notice of non-renewal and thereby prevent the applicable renewal of an Auto-Renewal Letter of Credit prior pursuant to the issuance terms thereof; providedand (z) without limiting the foregoing, however, that if any Letter of Credit may, upon the request of the Borrower, include a provision whereby such Auto-Renewal Letter of Credit shall be renewed automatically for additional consecutive periods of one year or less (but not beyond outstanding on the date that is five Business Days prior to the Revolving Maturity Date) unless the applicable Issuing Bank notifies the beneficiary thereof at least 30 days prior to the thenCommitment Termination Date (or, in the case of any Auto-applicable expiration date that such Letter of Credit will not be renewed. For the avoidance of doubt, if the Revolving Maturity Date shall be extended pursuant to Section 2.21, “Revolving Maturity Date” as referenced in this paragraph shall refer to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or any Renewal Letter of Credit issued therebyhereunder after such date, may not be extended on the Commitment Termination Date), the Borrower shall provide cash collateral in an amount equal to the undrawn amount of the Letter(s) of Credit on such date in accordance with respect Section 2.17(k) (and the failure to any Issuing Bank without the provide such cash collateral on or prior written consent to such date shall constitute an Event of such Issuing BankDefault hereunder).

Appears in 1 contract

Samples: Credit Agreement (Cdi Corp)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension), ) and (ii) the date that is five (5) Business Days prior to the Revolving 2018 Maturity Date and (iii) such later date or if any Extended Revolving Commitments, Incremental Revolving Commitments or Other Refinancing Revolving Commitments are outstanding, the last Maturity Date applicable thereto); provided that any Letter of Credit may contain customary automatic renewal provisions agreed upon by the applicable Borrower and the Issuing Bank if arrangements acceptable pursuant to which the expiration date of such Issuing Letter of Credit (an “Auto Renewal Letter of Credit”) shall automatically be extended for consecutive periods of up to twelve (12) months (but not to a date later than the date set forth in clause (ii) above) (it being understood and agreed that the Existing Letters of Credit issued by Royal Bank in its sole discretion have been made of Canada will not be so renewed to cash collateralize the applicable Letter extent that Royal Bank of Canada has not already agreed to the renewal of such Letters of Credit prior to the issuance thereofRestatement Effective Date); provided, however, provided that any such Auto-Renewal Letter of Credit may, must permit the Issuing Bank to prevent any such renewal at least once in each twelve month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day in each such twelve month period to be agreed upon at the request of the Borrower, include a provision whereby time such Letter of Credit is issued. Unless otherwise directed by the Issuing Bank, the Borrower shall not be required to make a specific request to the Issuing Bank for any such renewal. Once an Auto-Renewal Letter of Credit has been issued, the Lenders shall be renewed automatically for additional consecutive periods of one year or less deemed to have authorized (but may not beyond require) the date that is five Business Days prior to the Revolving Maturity Date) unless the applicable Issuing Bank notifies to permit the beneficiary thereof at least 30 days prior to the then-applicable expiration date that renewal of such Letter of Credit will at any time to an expiry date not be renewed. For the avoidance of doubt, if the Revolving Maturity Date shall be extended pursuant to Section 2.21, “Revolving later than such Maturity Date” as referenced in this paragraph shall refer to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or any Letter of Credit issued thereby, may not be extended with respect to any Issuing Bank without the prior written consent of such Issuing Bank.

Appears in 1 contract

Samples: And Restatement Agreement (Endo Health Solutions Inc.)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, the date that is one year after the date of such renewal or extension), ) and (ii) the date that is five Business Days prior to the Revolving Maturity Date (unless other provisions or arrangements reasonably satisfactory to the applicable Issuing Bank and the Agent shall have been made with respect to such Letter of Credit). If the applicable Borrower so requests in any notice requesting the issuance of a Letter of Credit, the applicable Issuing Bank shall issue a Letter of Credit that has automatic renewal provisions (iiieach, an “Auto Renewal Letter of Credit”); provided, that the applicable Borrower shall be required to make a specific request to the applicable Issuing Bank for any such renewal. Once an Auto Renewal Letter of Credit has been issued, the applicable Revolving Credit Lenders shall be deemed to have authorized the renewal of such Letter of Credit at any time to an expiry date not later than the earlier of (i) the date that is one year from the date of such later date renewal (or such longer period as may be agreed by the applicable Issuing Bank if pursuant to arrangements acceptable reasonably satisfactory to such Issuing Bank in its sole discretion have been made to cash collateralize the applicable Letter of Credit prior to the issuance thereof; provided, however, that any Letter of Credit may, upon the request of the Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of one year or less Bank) and (but not beyond ii) the date that is five Business Days prior to the Revolving Maturity Date) Date (unless other provisions or arrangements reasonably satisfactory to the applicable Issuing Bank notifies shall have been made with respect to such Letter of Credit); provided, that the beneficiary thereof applicable Issuing Bank shall not permit any such renewal if such Issuing Bank has determined that it would have no obligation at least 30 days prior such time to the then-applicable expiration date that issue such Letter of Credit will not be renewed. For in its renewed form under the avoidance terms hereof (by reason of doubt, if the Revolving Maturity Date shall be extended pursuant to provisions of Section 2.21, “Revolving Maturity Date” as referenced in this paragraph shall refer to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) 4.2 or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or any Letter of Credit issued thereby, may not be extended with respect to any Issuing Bank without the prior written consent of such Issuing Bankotherwise).

Appears in 1 contract

Samples: Intercreditor Agreement (Forterra, Inc.)

Expiration Date. Each Except to the extent Cash Collateralized or backstopped pursuant to arrangements reasonably acceptable to the relevant Issuing Bank, each Letter of Credit shall expire (or be subject to termination by notice from the relevant Issuing Bank to the beneficiary thereof) at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension), ) and (ii) the date that is five (5) Business Days prior to the Revolving Maturity Date and (iii) such later date agreed by the applicable Issuing Bank if arrangements acceptable to such Issuing Bank in its sole discretion have been made to cash collateralize the applicable Letter of Credit prior to the issuance thereof; provided, however, that any Letter of Credit may, upon the request of the Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of one year or less (but not beyond the date that is five Business Days prior to the Revolving Maturity Date) unless the applicable Issuing Bank notifies the beneficiary thereof at least 30 days prior to the then-applicable expiration date that such Letter of Credit will not be renewed. For the avoidance of doubt, if the Revolving Maturity Date shall be extended pursuant to Section 2.212.22, “Revolving Maturity Date” as referenced in this paragraph clause (c) shall refer to the Revolving Maturity Date as extended pursuant to Section 2.212.22; provided that, notwithstanding anything in this Agreement (including Section 2.21 2.22 hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or any Letter of Credit issued thereby, may not be extended with respect to any Issuing Bank without the prior written consent of such Issuing Bank. If the Borrower so requests, an Issuing Bank may issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit shall permit such Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon by the Borrower and such Issuing Bank at the time such Letter of Credit is issued. Unless otherwise directed by such Issuing Bank, the Borrower shall not be required to make a specific request to such Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such Issuing Bank to permit the extension of such Letter of Credit at any time to an expiration date not later than the date permitted pursuant to Section 2.06(c)(i); provided that such Issuing Bank shall not permit any such extension if (A) such Issuing Bank would not be permitted at such time to issue such Letter of Credit in its extended form under the terms hereof (except that the expiration date may be extended to a date that is no more than one (1) year from the then-current expiration date) or (B) such Issuing Bank has received notice (which may be in writing or by telephone (if promptly confirmed in writing)) on or before the day that is seven (7) Business Days before the Non-Extension Notice Date from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions set forth in Section 4.02 is not then satisfied, and in each such case directing such Issuing Bank not to permit such extension.

Appears in 1 contract

Samples: Credit Agreement (Sprouts Farmers Market, Inc.)

Expiration Date. Each Letter of Credit shall expire (or, in the case of any auto-renewing Letter of Credit, be subject to termination in accordance with this Section) at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension), (ii) unless a longer term is consented to by the applicable Issuing Bank, provided that with respect to each Letter of Credit with an expiry date beyond the date that is five Business Days days prior to the Revolving Maturity Date and (iii) such later date agreed by Letter of Credit shall have been cash collateralized or such other arrangements, in each case reasonably satisfactory to the applicable Issuing Bank if arrangements acceptable Bank, shall have been made (it being understood that, except in respect of drawing requests and draws made prior to the Maturity Date, each Lender’s participation in such Letter of Credit shall revert to such Issuing Bank in its sole discretion have been made to cash collateralize on the Maturity Date, and no Lender (other than the applicable Issuing Bank) shall be entitled to any Letter of Credit prior fees pursuant to Section 2.11(b) on and after the Maturity Date, except to the issuance extent such fees have been accrued on account of such Lender in accordance with such Section and remain unpaid). Notwithstanding the preceding sentence, but subject to the proviso thereof, if the Borrower so requests, a Letter of Credit may provide for automatic renewals for additional periods of up to one year (each, an “Auto-Renewal Letter of Credit”); provided, however, that the applicable Issuing Bank shall have the right to prevent any such renewal from occurring at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit may, Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Renewal Notice Date”) in each such twelve-month period to be agreed upon at the request of the Borrower, include a provision whereby time such Letter of Credit is issued (and, in any case, such Issuing Bank shall give notice of non-renewal to the beneficiary if so directed by the Borrower). Unless otherwise directed by the Issuing Bank, the Borrower shall not be required to make a specific request to the Issuing Bank for any such renewal of an Auto-Renewal Letter of Credit. Once an Auto-Renewal Letter of Credit has been issued, the Lenders shall be renewed automatically for additional consecutive periods of one year or less deemed to have authorized (but may not beyond require) the date that is five Business Days prior to the Revolving Maturity Date) unless the applicable Issuing Bank notifies to permit the beneficiary thereof at least 30 days prior to the then-applicable expiration date that renewal of such Letter of Credit will not be renewed. For at any time prior to an expiry date in compliance with the avoidance provisions of doubt, if the Revolving Maturity Date shall be extended pursuant to Section 2.21, “Revolving Maturity Date” as referenced in this paragraph shall refer to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in (c) of this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or any Letter of Credit issued thereby, may not be extended with respect to any Issuing Bank without the prior written consent of such Issuing BankSection.

Appears in 1 contract

Samples: Credit Agreement (Keurig Dr Pepper Inc.)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereofof a Letter of Credit, one year after such renewal or extension), in each case unless consented to by the relevant Issuing Bank and the Administrative Agent, and (ii) the date that is five Business Days prior to the Revolving Maturity Date and (iii) such later date agreed by Date. If the applicable Borrower so requests, the Issuing Bank if arrangements acceptable shall agree to such Issuing Bank in its sole discretion have been made to cash collateralize the applicable issue a Letter of Credit prior to the issuance thereofthat has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided, however, provided that any such Auto-Extension Letter of Credit may, upon must permit the request relevant Issuing Bank to prevent any such extension at least once in each 12-month period (commencing with the date of the Borrower, include a provision whereby issuance of such Letter of Credit shall be renewed automatically for additional consecutive periods of one year or less (but not and in no event extending beyond the date that is five Business Days prior to the Revolving Maturity Date) Date unless Cash Collateralized or backstopped in a manner reasonably acceptable to the Administrative Agent and the applicable Issuing Bank notifies Bank) by giving prior notice to the beneficiary thereof not later than a day (the “Non-extension Notice Date”) in each such 12-month period to be mutually agreed upon at least 30 days prior to the then-applicable expiration date that time such Letter of Credit will is issued. Unless otherwise directed by the relevant Issuing Bank, the Borrower shall not be renewedrequired to make a specific request to the relevant Issuing Bank for any such extension. For the avoidance Once an Auto-Extension Letter of doubtCredit has been issued, if the Revolving Maturity Date Lenders shall be extended pursuant deemed to Section 2.21, “Revolving Maturity Date” as referenced in this paragraph shall refer have authorized (but may not require) the relevant Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than the date that is five Business Days prior to the Revolving Maturity Date as extended pursuant to Section 2.21Date; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to that the contrary, the Revolving Maturity Date, as such term is used in reference to any relevant Issuing Bank or shall not permit any such extension if (A) the relevant Issuing Bank has determined that it would have no obligation at such time to issue such Letter of Credit issued therebyin its extended form under the terms hereof, or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-extension Notice Date from the Administrative Agent any Revolving Lender or the Borrower that one or more of the applicable conditions specified in Section 6.02 is not be extended with respect to any Issuing Bank without the prior written consent of such Issuing Bankthen satisfied or waived.

Appears in 1 contract

Samples: Credit Agreement (Sundance Energy Inc.)

Expiration Date. Each Letter of Credit shall expire (or be subject to termination by notice from the applicable Issuing Bank to the beneficiary thereof) at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension), ) and (ii) the date that is five Business Days prior to the Revolving Maturity Date and Date; provided that any Letter of Credit with a one-year term may provide for the automatic renewal thereof for additional one-year periods (iiiwhich shall in no event extend beyond the date referred to in clause (ii) above) so long as such later date agreed by Letter of Credit permits the applicable Issuing Bank if arrangements acceptable to prevent any such Issuing Bank extension at least once in its sole discretion have been made each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to cash collateralize the applicable beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit prior is issued. Once an automatic renewal Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized the issuance thereofapplicable Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than the date referred to in clause (ii) above; provided, however, that such Issuing Bank shall not permit any such extension if it has received written notice on or before the day that is seven (7) Business Days before the Non- Extension Notice Date from any Lender or the Administrative Agent that a Default or Event of Default has occurred and is continuing directing such Issuing Bank not to permit such extension. Notwithstanding the foregoing, any Letter of Credit issued hereunder may, upon in the request sole discretion of the Borrowerapplicable Issuing Bank, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of one year expire after the fifth Business Day prior to the Revolving Maturity Date but no later than on or less (but not beyond before the date that is ninety (90) days after the Revolving Maturity Date; provided that the Borrowers hereby agree that they shall provide cash collateral in an amount satisfactory to the applicable Issuing Bank in respect of any such outstanding Letter of Credit to such Issuing Bank at least five (5) Business Days prior to the Revolving Maturity Date, which such amount shall be (A) unless deposited by the applicable Borrowers in an account (i) with and in the name of the Administrative Agent held for the benefit of such Issuing Bank notifies or (ii) with such Issuing Bank and in the beneficiary thereof at least 30 days prior to name of and controlled by the then-applicable expiration date that Borrowers and (B) held by the Administrative Agent or such Issuing Bank, as applicable, for the satisfaction of the Borrowers’ reimbursement obligations in respect of such Letter of Credit will not be reneweduntil the expiration of such Letter of Credit. For Any Letter of Credit issued with an expiration date beyond the avoidance of doubt, if the Revolving Maturity Date shall be extended pursuant to Section 2.21, “Revolving Maturity Date” as referenced in this paragraph shall refer fifth Business Day prior to the Revolving Maturity Date as extended pursuant to Section 2.21; provided thatshall, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrary, extent of any undrawn amount remaining thereunder on the fifth Business Day prior to the Revolving Maturity Date, as such term is used in reference cease to any Issuing Bank or any be a “Letter of Credit” outstanding under this Agreement for purposes of the Revolving Lenders’ obligations to participate in Letters of Credit issued thereby, may not be extended with respect pursuant to any Issuing Bank without the prior written consent of such Issuing Bankclause (d) below.

Appears in 1 contract

Samples: Credit and Term Loan Agreement (Gramercy Property Trust)

Expiration Date. Each Additional Letter of Credit shall expire at or prior to the close of business on the earlier of date one (i1) the date that is one year after the date of the issuance of such Additional Letter of Credit (or, in the case of any renewal or extension thereof, one (1) year after such renewal or extension). If the Borrowers so request, (ii) the date that is five Business Days prior to the Revolving Maturity Date and (iii) such later date agreed by the applicable Issuing relevant Fronting Bank if arrangements acceptable to such Issuing Bank in its sole discretion have been made to cash collateralize the applicable shall issue an Additional Letter of Credit prior to the issuance thereofthat has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided, however, provided that any such Auto-Extension Letter of Credit may, must permit the relevant Fronting Bank to prevent any such extension at least once in each twelve (12) month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve (12) month period to be agreed upon at the request of the Borrower, include a provision whereby time such Letter of Credit is issued. Unless otherwise directed by the relevant Fronting Bank, the Borrowers shall not be required to make a specific request to the relevant Fronting Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be renewed automatically for additional consecutive periods of one year or less deemed to have authorized (but may not beyond require) the date that is five Business Days prior relevant Fronting Bank to permit the Revolving Maturity Date) unless the applicable Issuing Bank notifies the beneficiary thereof at least 30 days prior to the then-applicable expiration date that extension of such Letter of Credit will at any time to an expiry date not be renewed. For later than the avoidance first anniversary of doubt, if the Revolving Maturity Date shall be extended pursuant to Section 2.21, “Revolving Maturity Date” as referenced in this paragraph shall refer to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement that the relevant Fronting Bank shall not permit any such extension if (including Section 2.21 hereofi) or any other Loan Document it has determined that it would have no obligation at such time to the contrary, the Revolving Maturity Date, as issue such term is used in reference to any Issuing Bank or any Letter of Credit issued therebyin its extended form under the terms hereof or (ii) it has received notice (which may be by telephone or in writing) on or before the day that is five (5) Business Days before the Non-Extension Notice Date from the Administrative Agent, may any Lender or any Borrower that one or more of the applicable conditions specified in Section 4.03 is not be extended with respect to any Issuing Bank without the prior written consent of such Issuing Bankthen satisfied.

Appears in 1 contract

Samples: Credit Agreement (LyondellBasell Industries N.V.)

Expiration Date. Each Except for Evergreen Letters of Credit that are subject to the terms and conditions set forth in this paragraph, no Letter of Credit shall expire at or prior to the close of business on have an expiration date that is later than the earlier of (i) the date that is one year after following the date of the issuance of such Letter of Credit thereof (or, in the case of any renewal extension of the expiration date thereof, whether automatic or extension thereofby amendment, one year after the then-current expiration date of such renewal or extension), Letter of Credit) unless otherwise permitted by L/C Issuer (subject to the other provisions of this Agreement) and (ii) the date that is five Business Days prior before the Commitment Termination Date, and neither Agent nor Lenders shall be under any obligation to the Revolving Maturity Date and (iii) such later date agreed by the applicable Issuing Bank if arrangements acceptable to such Issuing Bank in its sole discretion have been made to cash collateralize the applicable incur Letter of Credit prior to the issuance thereof; providedObligations in respect of, howeveror purchase or acquire participations in, that any Letter of Credit having an expiration date that is later than the Commitment Termination Date. If Borrower so requests in any notice requesting the issuance of a Letter of Credit (or the amendment of an outstanding Letter of Credit), L/C Issuer may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Evergreen Letter of Credit”), provided, that any such Evergreen Letter of Credit shall permit L/C Issuer to prevent any such extension at least once in each one-year period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such one-year period to be agreed upon by Xxxxxxxx and L/C Issuer at the request of the Borrower, include a provision whereby time such Letter of Credit is issued. Unless otherwise directed by L/C Issuer, Borrower shall not be required to make a specific request to L/C Issuer for any such extension. Once an Evergreen Letter of Credit has been issued, the Lenders shall be renewed automatically for additional consecutive periods of one year or less deemed to have authorized (but may not beyond require) L/C Issuer to permit the date that is five Business Days prior to the Revolving Maturity Date) unless the applicable Issuing Bank notifies the beneficiary thereof at least 30 days prior to the then-applicable expiration date that extension of such Letter of Credit will at any time to an expiration date not be renewed. For later than the avoidance of doubt, if the Revolving Maturity Date shall be extended pursuant to Section 2.21, “Revolving Maturity Date” as referenced in expiration date permitted under this paragraph shall refer to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or any Letter of Credit issued thereby, may not be extended with respect to any Issuing Bank without the prior written consent of such Issuing Bankparagraph.

Appears in 1 contract

Samples: Revolving Credit Agreement (Mammoth Energy Services, Inc.)

Expiration Date. Each Existing Letter of Credit shall expire on its stated expiry date as in effect on the Effective Date and may not be renewed or extended, but may be replaced with the issuance of a new US Tranche Letter of Credit issued by JPMorgan Chase Bank, N.A., as Issuing Bank. Each other Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension), ) and (ii) the date that is five Business Days prior to the Revolving Maturity Date and (iii) such later date agreed by Date. Notwithstanding the applicable foregoing, if the Borrower so requests, the Issuing Bank if arrangements acceptable to such Issuing Bank may, in its sole discretion have been made reasonable discretion, agree to cash collateralize the applicable issue a Letter of Credit prior to after the issuance thereofEffective Date that has automatic renewal provisions (each, an “Auto Renewal Letter of Credit”); provided, however, provided that any such Auto Renewal Letter of Credit may, must permit the Issuing Bank to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day in each such twelve month period to be agreed upon at the request of the Borrower, include a provision whereby time such Letter of Credit is issued. Unless otherwise directed by the Issuing Bank, the Borrower shall not be required to make a specific request to the Issuing Bank for any such renewal. Once an Auto Renewal Letter of Credit has been issued, the Lenders shall be renewed automatically for additional consecutive periods of one year or less deemed to have authorized (but may not beyond require) the date that is five Business Days prior to the Revolving Maturity Date) unless the applicable Issuing Bank notifies to permit the beneficiary thereof at least 30 days prior to the then-applicable expiration date that renewal of such Letter of Credit will at any time to an expiry date not be renewed. For later than the avoidance earlier of doubt, if (i) one year from the Revolving Maturity Date shall be extended pursuant to Section 2.21, “Revolving date of such renewal and (ii) the Maturity Date” as referenced in this paragraph shall refer to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to that the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or shall not permit any such renewal if (x) the Issuing Bank has determined that it would have no obligation at such time to issue such Letter of Credit issued therebyin its renewed form under the terms hereof, may or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this paragraph from the Administrative Agent that any Revolving Lender directly affected thereby has elected not be extended with respect to any Issuing Bank without the prior written consent of permit such Issuing Bankrenewal.

Appears in 1 contract

Samples: Credit Agreement (MPS Group Inc)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension), (ii) the date that is five Business Days prior to the Revolving Maturity Date and (iii) such later date agreed by the applicable Issuing Bank if arrangements acceptable to such Issuing Bank in its sole discretion have been made to cash collateralize the applicable Letter of Credit prior to the issuance thereof; provided, however, provided that any Letter of Credit maymay provide for annual successive one-year renewals thereof; provided further that any Letter of Credit may provide for an expiration date of up to one-year beyond the Maturity Date on the condition that at least 60 days before the Maturity Date (i) the applicable Borrower shall have provided the Issuing Bank with a back to back letter of credit or other form of indemnity satisfactory to the Issuing Bank issued or given by a financial institution acceptable to the Issuing Bank, upon or (ii) the request applicable Borrower shall have provided the Issuing Bank with cash collateral in an amount equal to 105% of the Borrowerface amount of such Letter of Credit, include a provision whereby or (iii) the applicable Borrower shall have obtained and surrendered such Letter of Credit shall be renewed automatically for additional consecutive periods of one year or less (but not beyond the date that is five Business Days prior to the Revolving Maturity Date) unless Issuing Bank for cancellation and shall have delivered to the Administrative Agent the written acknowledgement of cancellation from the applicable Issuing Bank notifies the beneficiary thereof at least 30 days prior to the then-applicable expiration date that under such Letter of Credit will not be renewed. For in form and substance satisfactory to the avoidance Administrative Agent, or (iv) the credit hereunder shall have been refinanced, the Loans repaid in full and the Commitments terminated, and the lenders under any such refinancing shall include the Issuing Banks who have issued such Letters of doubt, if Credit with an expiration date beyond the Revolving Maturity Date and such Issuing Banks shall be extended have agreed, pursuant to Section 2.21the refinancing, “Revolving Maturity Date” as referenced to issue letters of credit in this paragraph shall refer the currency and in an aggregate amount equal to or greater than the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to aggregate undrawn amount of such Letters of Credit having an expiration date that is after the contrary, the Revolving Maturity Date, as and all such term is used in reference to any Issuing Bank or any Letter of Credit issued thereby, may not be extended with respect to any Issuing Bank without lenders under the prior written consent of refinancing (including such Issuing BankBanks) shall have agreed to deem such Letters of Credit, and all exposure related thereto, letters of credit issued and obligations outstanding under the credit document or documents entered into in connection with such refinancing, and the Agents shall have received satisfactory evidence of same.

Appears in 1 contract

Samples: Credit Agreement (Tim Hortons Inc.)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension), ) and (ii) the date that is five Business Days prior to the Revolving Maturity Date and (iii) Date; provided that if such later expiry date agreed by the applicable Issuing Bank if arrangements acceptable to is not a Business Day, such Issuing Bank in its sole discretion have been made to cash collateralize the applicable Letter of Credit shall expire at or prior to the issuance thereofclose of business on the next succeeding Business Day; provided, howeverfurther, that any Letter of Credit may, upon the request of the Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of one year or less (but not beyond the date that is five Business Days prior to the Revolving Maturity Date) unless the applicable Issuing Bank notifies the beneficiary thereof by a date to be agreed in each such one year period upon in such Letter of Credit (or, if no such date is specified, at least 30 days prior to the then-applicable expiration date) (such date the “Non-Extension Notice Date”), that such Letter of Credit will not be renewed. For the avoidance of doubt; provided, if the Revolving Maturity Date shall be extended pursuant to Section 2.21further, “Revolving Maturity Date” as referenced in this paragraph shall refer to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as that such term is used in reference to any Issuing Bank or any Letter of Credit issued therebymay extend to the date one year after the Maturity Date if such Letter of Credit is cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the applicable Issuing Bank. Once any such Letter of Credit with an automatic renewal provision has been issued, the Lenders shall be deemed to have authorized (but may not be extended with respect to any require) such Issuing Bank without to permit the renewal or extension of such Letter of Credit; provided, however, that (i) such Issuing Bank shall not be under any obligation to permit any such renewal or extension if such Issuing Bank has determined that it would have no obligation at such time to issue such Letter of Credit in its revised form (as renewed or extended) under the terms hereof or and (ii) such Issuing Bank shall not permit any such renewal or extension if such Issuing Bank has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such Issuing Bank not to permit such extension. Unless the applicable Issuing Bank has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior written consent to the requested date of issuance or amendment, renewal or extension of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Bank shall, on the requested date, issue a Letter of Credit for the account of the Borrower or the applicable Subsidiary or enter into the applicable amendment, renewal or extension, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices.

Appears in 1 contract

Samples: Credit Agreement (Tornier N.V.)

Expiration Date. Each Letter of Credit shall expire (or, in the case of any auto-renewing Letter of Credit, be subject to termination in accordance with this Section) at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension), (ii) the date that unless a longer term is five Business Days prior consented to the Revolving Maturity Date and (iii) such later date agreed by the applicable Issuing Bank if arrangements acceptable Bank, provided that with respect to each Letter of Credit with an expiry date beyond the Maturity Date such Letter of Credit shall have been cash collateralized or such other arrangements, in each case reasonably satisfactory to the applicable Issuing Bank, shall have been made (it being understood that, except in respect of drawing requests and draws made prior to the Maturity Date, each Lender’s participation in such Letter of Credit shall revert to such Issuing Bank in its sole discretion have been made to cash collateralize on the Maturity Date, and no Lender (other than the applicable Issuing Bank) shall be entitled to any Letter of Credit prior fees pursuant to Section 2.11(b) on and after the Maturity Date, except to the issuance extent such fees have been accrued on account of such Lender in accordance with such Section and remain unpaid). Notwithstanding the preceding sentence, but subject to the proviso thereof, if the Borrower so requests, a Letter of Credit may provide for automatic renewals for additional periods of up to one year (each, an “Auto-Renewal Letter of Credit”); provided, however, that the applicable Issuing Bank shall have the right to prevent any such renewal from occurring at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit may, Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Renewal Notice Date”) in each such twelve-month period to be agreed upon at the request of the Borrower, include a provision whereby time such Letter of Credit is issued (and, in any case, such Issuing Bank shall give notice of non-renewal to the beneficiary if so directed by the Borrower). Unless otherwise directed by the Issuing Bank, the Borrower shall not be required to make a specific request to the Issuing Bank for any such renewal of an Auto-Renewal Letter of Credit. Once an Auto-Renewal Letter of Credit has been issued, the Lenders shall be renewed automatically for additional consecutive periods of one year or less deemed to have authorized (but may not beyond require) the date that is five Business Days prior to the Revolving Maturity Date) unless the applicable Issuing Bank notifies to permit the beneficiary thereof at least 30 days prior to the then-applicable expiration date that renewal of such Letter of Credit will not be renewed. For at any time prior to an expiry date in compliance with the avoidance provisions of doubt, if the Revolving Maturity Date shall be extended pursuant to Section 2.21, “Revolving Maturity Date” as referenced in this paragraph shall refer to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in (c) of this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or any Letter of Credit issued thereby, may not be extended with respect to any Issuing Bank without the prior written consent of such Issuing BankSection.

Appears in 1 contract

Samples: Credit Agreement (Dr Pepper Snapple Group, Inc.)

Expiration Date. Each No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than one (1) Business Day prior to the Revolving Credit Maturity Date. The foregoing notwithstanding, any standby Letter of Credit may, by its terms, be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank and the Agent on or prior to any date for notice of renewal set forth in such Letter of Credit (but in any event at least two (2) Business Days prior to the date of the proposed renewal of such standby Letter of Credit) and upon fulfillment of the applicable conditions set forth in Article III unless the Issuing Bank shall have notified the Borrower Representative (with a copy to the Agent) on or prior to the date for notice of termination set forth in such Letter of Credit (but in any event at least thirty (30) Business Days prior to the date of automatic renewal) of its election not to renew such standby Letter of Credit (a “Notice of Termination”); provided that the terms of each standby Letter of Credit that is automatically renewable annually shall not permit the expiration date (after giving effect to any renewal) of such standby Letter of Credit in any event to be extended to a date later than one (1) Business Day before the Revolving Credit Maturity Date. If either a Notice of Renewal is not given by the Borrower Representative or a Notice of Termination is given by the Issuing Bank pursuant to the immediately preceding sentence, such standby Letter of Credit shall expire at or prior on the date on which it otherwise would have been automatically renewed; provided however that even in the absence of receipt of a Notice of Renewal, the Issuing Bank may, in its discretion unless instructed to the close contrary by the Agent or the Borrower Representative, deem that a Notice of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (orRenewal had been timely delivered and, in the case such case, a Notice of any renewal or extension thereof, one year after such renewal or extension), (ii) the date that is five Business Days prior Renewal shall be deemed to the Revolving Maturity Date and (iii) such later date agreed by the applicable Issuing Bank if arrangements acceptable to such Issuing Bank in its sole discretion have been made to cash collateralize the applicable Letter of Credit prior to the issuance thereof; provided, however, that any Letter of Credit may, upon the request of the Borrower, include a provision whereby such Letter of Credit shall be renewed automatically so delivered for additional consecutive periods of one year or less (but not beyond the date that is five Business Days prior to the Revolving Maturity Date) unless the applicable Issuing Bank notifies the beneficiary thereof at least 30 days prior to the then-applicable expiration date that such Letter of Credit will not be renewed. For the avoidance of doubt, if the Revolving Maturity Date shall be extended pursuant to Section 2.21, “Revolving Maturity Date” as referenced in all purposes under this paragraph shall refer to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or any Letter of Credit issued thereby, may not be extended with respect to any Issuing Bank without the prior written consent of such Issuing BankAgreement.

Appears in 1 contract

Samples: Credit Agreement (Astronics Corp)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension), ) or such longer period as may be agreed to between the Borrower and the Issuing Bank and (ii) unless such Letter of Credit is cash collateralized or otherwise backstopped (any such Letter of Credit being referred to as the “Backstopped Letter of Credit”), in either case on terms and pursuant to arrangements reasonably satisfactory to the applicable Issuing Bank, the date that is five Business Days prior to the Revolving latest Maturity Date; provided that (i) if the Maturity Date and (iii) such later date agreed has been extended pursuant to Section 2.20 or otherwise by less than all of the applicable Issuing Bank if arrangements acceptable Lenders, the LC Exposure with respect to such Issuing Bank in its sole discretion have been made to cash collateralize the applicable Letter Letters of Credit prior to the issuance thereof; provided, however, that any Letter of Credit may, upon the request of the Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of one year or less (but not beyond the with an expiration date that is later than five Business Days prior to the Revolving earliest applicable Maturity Date shall not exceed the amount of the Commitments which terminate after such earlier Maturity Date and (ii) subject to the foregoing provisions with respect to Backstopped Letters of Credit, no Issuing Bank shall be required to issue a Letter of Credit that has an expiration date, or renew or extend a Letter of Credit to have an expiration date, that is later than five Business Days prior to the Maturity Date as in effect on the Effective Date) , unless such Issuing Bank has agreed to issue Letters of Credit with a later expiration date or, in its capacity as a Lender, has consented to the extension of the Maturity Date pursuant to Section 2.20; provided further that any Letter of Credit with a one-year tenor may provide for renewal thereof under procedures reasonably satisfactory to the applicable Issuing Bank notifies for additional one-year periods (which shall in no event extend beyond the beneficiary thereof at least 30 days prior date referred to the then-applicable expiration date that in clause (ii) above unless such Letter of Credit will not be renewed. For the avoidance of doubt, if the Revolving Maturity Date shall be extended pursuant to Section 2.21, “Revolving Maturity Date” as referenced in this paragraph shall refer to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) is or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or any becomes a Backstopped Letter of Credit issued thereby, may not be extended with respect to any Issuing Bank without the prior written consent of such Issuing BankCredit).

Appears in 1 contract

Samples: Credit Agreement (Northrop Grumman Corp /De/)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i%4) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (%4) the Letter of Credit Expiration Date, provided if the Borrower so requests in any applicable Letter of Credit Application, the Issuing Bank shall agree to issue a standby Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal Letter of Credit”); provided that any such Auto-Renewal Letter of Credit must permit the Issuing Bank to prevent any such renewal at least once in each twelve-month period (commencing with the 84 date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Nonrenewal Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Issuing Bank, the Borrower shall not be required to make a specific request to the Issuing Bank for any such renewal. Once an Auto-Renewal Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) the Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided that the Issuing Bank shall not permit any such renewal if (%5) the Issuing Bank has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of ‎Section 2.05(b)(ii) or otherwise), or (ii%5) it has received notice (which may be by telephone, followed promptly in writing, or in writing) on or before the date day that is five Business Days prior to thirty (30) days before the Nonrenewal Notice Date from the Revolving Maturity Date Facility Administrative Agent or any Revolving Lender, as applicable, or the Borrower that one or more of the applicable express conditions specified in ‎Section 4.02 is not then satisfied (or waived), and (iii) such later date provided further that, if agreed to by the applicable Issuing Bank if arrangements acceptable to such Issuing Bank in its sole discretion have been made to cash collateralize the applicable Letter of Credit prior to the issuance thereof; provideddiscretion, however, that any a Letter of Credit may, upon the request of the Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of one year or less (but not a period beyond the date that is five Business Days prior to the Revolving Maturity Date) unless Date if, at the applicable time of such request or such other time as may be agreed by the Issuing Bank notifies the beneficiary thereof at least 30 days prior to the then-applicable expiration date that Bank, such Letter of Credit will not be renewed. For the avoidance of doubt, if the Revolving Maturity Date shall be extended pursuant has become subject to Section 2.21, “Revolving Maturity Date” as referenced in this paragraph shall refer Cash Collateralization or other arrangements satisfactory to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or any Letter of Credit issued thereby, may not be extended with respect to any Issuing Bank without the prior written consent of such Issuing Bank.

Appears in 1 contract

Samples: Credit Agreement (Zebra Technologies Corp)

Expiration Date. Each Except for Evergreen Letters of Credit that are subject to the terms and conditions set forth in this paragraph, no Letter of Credit shall expire at or prior to the close of business on have an expiration date that is later than the earlier of (i) the date that is one year after following the date of the issuance of such Letter of Credit thereof (or, in the case of any renewal extension of the expiration date thereof, whether automatic or extension thereofby amendment, one year after the then‑current expiration date of such renewal or extension), Letter of Credit) unless otherwise permitted by Xxxxxx (subject to the other provisions of this Agreement) and (ii) the date that is five (5) Business Days prior before the Commitment Termination Date, and Lender shall not be under any obligation to the Revolving Maturity Date and (iii) such later date agreed by the applicable Issuing Bank if arrangements acceptable to such Issuing Bank in its sole discretion have been made to cash collateralize the applicable incur Letter of Credit prior to Obligations in respect of any Letter of Credit having an expiration date that is later than the issuance thereofCommitment Termination Date; provided, however, that any Lender may, in its sole discretion, agree to issue a Letter of Credit that has an expiration date that extends beyond the Commitment Termination Date (or to extend the expiration date of a Letter of Credit beyond the Commitment Termination Date) by up to one year so long as the Letter of Credit Obligations in respect thereof are cash collateralized in the manner set forth in paragraph (e) below. If Borrower so requests in any notice requesting the issuance of a Letter of Credit (or the amendment of an outstanding Letter of Credit), Lender may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Evergreen Letter of Credit”), provided that any such Evergreen Letter of Credit shall permit Lender to prevent any such extension at least once in each one-year period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such one-year period to be agreed upon by Xxxxxxxx and Lender at the request of the Borrower, include a provision whereby time such Letter of Credit is issued. Unless otherwise directed by Xxxxxx, Borrower shall be renewed automatically for additional consecutive periods of one year or less (but not beyond the date that is five Business Days prior to the Revolving Maturity Date) unless the applicable Issuing Bank notifies the beneficiary thereof at least 30 days prior to the then-applicable expiration date that such Letter of Credit will not be renewed. For the avoidance of doubt, if the Revolving Maturity Date shall be extended pursuant required to Section 2.21, “Revolving Maturity Date” as referenced in this paragraph shall refer make a specific request to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or Lender for any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or any Letter of Credit issued thereby, may not be extended with respect to any Issuing Bank without the prior written consent of such Issuing Bankextension.

Appears in 1 contract

Samples: Credit Agreement (Thorne Healthtech, Inc.)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension), and (ii) the date that is five Business Days prior to the Revolving Maturity Date and (iii) such later date agreed by for the applicable Issuing Bank if arrangements acceptable to such Issuing Bank in its sole discretion have been made to cash collateralize the applicable Letter of Revolving Credit prior to the issuance thereofFacility; provided, however, provided that any Letter of Credit maymay provide for the renewal thereof for additional periods not to exceed one year (which in no event extend beyond the date referred to in clause (ii) above). Notwithstanding the foregoing, upon the request Issuing Bank, in its sole discretion, may issue one or more Letters of Credit, each with an expiration date extending beyond the Borrower, include Maturity Date for the Revolving Credit Facility (each a provision whereby such “Designated Letter of Credit shall be renewed automatically for additional consecutive periods Credit” and, collectively, the “Designated Letters of one year Credit”); provided that on or less (but not beyond before the date that is five Business Days prior to the Revolving Maturity Date) unless the applicable Issuing Bank notifies the beneficiary thereof at least 30 days prior to the then-applicable expiration date Maturity Date for the Revolving Credit Facility, to the extent that such any Designated Letter of Credit will not be renewedremains outstanding, the applicable Borrower shall Cash Collateralize the aggregate then undrawn and unexpired amount of all Designated Letters of Credit outstanding at such time. For In the avoidance event that the applicable Borrower fails to Cash Collateralize the outstanding Designated Letters of doubt, if Credit by the Revolving Maturity Date shall be extended pursuant to Section 2.21, “Revolving Maturity Date” as referenced in this paragraph shall refer date that is 30 days prior to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as each such term is used in reference to any Issuing Bank or any outstanding Designated Letter of Credit issued thereby, may not shall automatically be extended deemed drawn in full and such Borrower shall be deemed to have requested a Revolving Credit Advance to be funded by the Revolving Lenders on such date to reimburse such drawing (with respect to any Issuing Bank without the prior written consent proceeds of such Issuing BankRevolving Credit Advance being used to Cash Collateralize outstanding Designated Letters of Credit as set forth above) in accordance with Section 2.03(d). The funding by a Revolving Lender of its pro rata share of such Revolving Credit Advance to Cash Collateralize the outstanding Designated Letters of Credit on the date that is 30 days prior to the Maturity Date for the Revolving Credit Facility shall be deemed payment by such Revolving Lender in respect of its participation in each such Designated Letter of Credit.

Appears in 1 contract

Samples: Credit Agreement (Rayonier Inc)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension), ) and (ii) the date that is five Business Days prior to the Revolving Maturity Date and (iii) such later date agreed by Date; provided, that If the applicable Borrower so requests in any notice requesting the issuance of a Letter of Credit, Issuing Bank if arrangements acceptable to such Issuing Bank in its sole discretion have been made to cash collateralize the applicable shall issue a Letter of Credit prior to the issuance thereofthat has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided, however, further that any such Auto-Extension Letter of Credit may, must permit the Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the request of the Borrower, include a provision whereby time such Letter of Credit is issued. Unless otherwise directed by the Issuing Bank, the Borrower shall not be required to make a specific request to the Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be renewed automatically for additional consecutive periods of one year or less deemed to have authorized (but may not beyond require) the Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than the date that is five Business Days prior to the Revolving Maturity Date) unless ; provided, however, that the applicable Issuing Bank notifies shall not permit any such extension if (A) the beneficiary thereof Issuing Bank has determined that it would not be permitted, or would have no obligation at least 30 days prior such time to the then-applicable expiration date that issue such Letter of Credit will in its revised form (as extended) under the terms hereof, (B) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not be renewed. For to permit such extension or (2) from the avoidance Administrative Agent, any Lender or the Borrower that one or more of doubtthe applicable conditions specified in Section 4.02 is not then satisfied, if and in each such case directing the Revolving Maturity Date shall be extended pursuant to Section 2.21, “Revolving Maturity Date” as referenced in this paragraph shall refer to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank not to permit such extension or any (C) such Auto-Extension Letter of Credit issued thereby, may not be extended with respect to any Issuing Bank without the prior written consent is an Existing Letter of such Issuing BankCredit.

Appears in 1 contract

Samples: Security Agreement (Deckers Outdoor Corp)

Expiration Date. Each Letter of Credit shall expire (or be subject to termination by notice from the relevant Issuing Bank to the beneficiary thereof) at or prior to the close of business on the earlier of (i) the date that is one year two years after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension); provided that (A) each Existing U.S. Bank Letter of Credit shall be permitted to have the original expiration date for such Existing U.S. Bank Letter of Credit as set forth on Part B of Schedule 2.06 so long as such date is two years or less from the Amendment No. 2 Effective Date (but, for the avoidance of doubt, other than such original expiration date, each such Existing U.S. Bank Letter of Credit and any amendment or extension thereof shall comply with this Section 2.06(c) in all respects) and (B) each Designated Letter of Credit shall be permitted to have the original expiration date for such Designated Letter of Credit as set forth on Schedule I of the Designated Letter of Credit Agreement applicable to such Designated Letter of Credit so long as such date is two years or less from the effective date of the Designated Letter of Credit Agreement applicable to such Designated Letter of Credit (but, for the avoidance of doubt, other than such original expiration date, each such Designated Letter of Credit and any amendment or extension thereof shall comply with this Section 2.06(c) in all respects) and (ii) the date that is five (5) Business Days prior to the Revolving Credit Maturity Date and (iii) such later date agreed by the applicable Issuing Bank if arrangements acceptable to such Issuing Bank in its sole discretion have been made to cash collateralize the applicable Letter of Credit prior to the issuance thereofDate; provided, however, provided that any Letter of Credit may, may contain customary automatic extension provisions agreed upon by the request Company and the applicable Borrower and the relevant Issuing Bank pursuant to which the expiration date of the Borrower, include a provision whereby such Letter of Credit (an “Auto Extension Letter of Credit”) shall automatically be renewed automatically extended for additional consecutive periods of up to twenty four (24) months (but, subject to the penultimate sentence of this Section 2.06(c), not to a date later than the date set forth in clause (ii) above). Unless otherwise directed by the relevant Issuing Bank, the Company and the applicable Borrower shall not be required to make a specific request to such Issuing Bank for any such extension. Once an Auto Extension Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) the relevant Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than the date set forth in clause (ii) above. Notwithstanding the foregoing to the contrary, a Letter of Credit may expire up to one year or less (but not beyond the date that is five Business Days Revolving Credit Maturity Date so long as the applicable Borrower cash collateralizes, such Letter of Credit in an amount equal to 105% of the face amount of such Letter of Credit in the manner described in Section 2.06(j) or provides a backup letter of credit in such amount and otherwise in form and substance reasonably acceptable to the relevant Issuing Bank and the Administrative Agent in their discretion, in each case no later than thirty (30) days prior to the Revolving Maturity Date) unless the applicable Issuing Bank notifies the beneficiary thereof at least 30 days prior to the then-applicable expiration date that such Letter of Credit will not be renewed. For the avoidance of doubt, if the Revolving Credit Maturity Date shall be extended pursuant to Section 2.212.25, “Revolving Credit Maturity Date” as referenced in this paragraph clause (c) shall refer to the Revolving Maturity Date as extended pursuant to Section 2.212.25; provided that, notwithstanding anything in this Agreement (including Section 2.21 2.25 hereof) or any other Loan Document to the contrary, the Revolving Credit Maturity Date, as such term is used in reference to any the relevant Issuing Bank or any Letter of Credit issued thereby, may not be extended with respect to any Issuing Bank without the prior written consent of such Issuing Bank.

Appears in 1 contract

Samples: Credit Agreement (Hillenbrand, Inc.)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension), ) and (ii) the date that is five (5) Business Days prior to the Revolving Maturity Date Date. Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and (iii) such later date agreed by without any further action on the applicable part of any Issuing Bank if arrangements acceptable or the Lenders, each Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from each Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the relevant Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Lender acknowledges and agrees that its sole discretion have been made obligation to cash collateralize the applicable Letter acquire participations pursuant to this paragraph in respect of Letters of Credit prior to the issuance thereof; providedis absolute and unconditional and shall not be affected by any circumstance whatsoever, howeverincluding any amendment, that renewal or extension of any Letter of Credit may, upon or the request occurrence and continuance of a Default or reduction or termination of the BorrowerCommitments, include a provision whereby and that each such Letter of Credit payment shall be renewed automatically for additional consecutive periods of one year made without any offset, abatement, withholding or less (but not beyond the date that is five Business Days prior to the Revolving Maturity Date) unless the applicable Issuing Bank notifies the beneficiary thereof at least 30 days prior to the then-applicable expiration date that such Letter of Credit will not be renewed. For the avoidance of doubt, if the Revolving Maturity Date shall be extended pursuant to Section 2.21, “Revolving Maturity Date” as referenced in this paragraph shall refer to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or any Letter of Credit issued thereby, may not be extended with respect to any Issuing Bank without the prior written consent of such Issuing Bankreduction whatsoever.

Appears in 1 contract

Samples: Credit Agreement (Cole Kenneth Productions Inc)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension), ) unless otherwise consented to by the Issuing Bank and (ii) the date that is five Business Days prior to the Revolving Maturity Date and (iii) such later date agreed by the applicable Issuing Bank if arrangements acceptable to such Issuing Bank in its sole discretion have been made to cash collateralize the applicable Letter of Credit prior to the issuance thereofDate; provided, however, provided that any Letter of Credit may, may contain customary automatic renewal provisions agreed upon by the request Borrower and the applicable Issuing Bank pursuant to which the expiration date of the Borrower, include a provision whereby such Letter of Credit shall automatically be renewed automatically extended for additional consecutive periods a period of one year or less up to 12 months (but not beyond to a date later than the date set forth in clause (ii) above), subject to a right on the part of such Issuing Bank to prevent any such renewal from occurring by giving notice to the beneficiary in advance of any such renewal; and provided further that if there exist any Incremental Revolving Commitments having a maturity date later than the Revolving Maturity Date (the “Subsequent Maturity Date”), then, so long as the aggregate LC Exposure in respect of Letters of Credit expiring after the Revolving Maturity Date will not exceed the lesser of $50,000,000 and the aggregate amount of such Incremental Revolving Commitments, the Borrower may request the issuance of a Letter of Credit that shall expire at or prior to the close of business on the earlier of (A) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (B) the date that is five Business Days prior to the Revolving Subsequent Maturity Date) unless . Notwithstanding the foregoing, any Letter of Credit issued hereunder may, in the sole discretion of the applicable Issuing Bank notifies Bank, expire after the beneficiary thereof at least 30 days fifth Business Day prior to the then-applicable expiration date that such Letter of Credit will not be renewed. For the avoidance of doubt, if the Revolving Maturity Date shall be extended pursuant to Section 2.21, “Revolving Maturity Date” as referenced in this paragraph shall refer to the Revolving Maturity Date as extended pursuant (or the Subsequent Maturity Date) but on or before the date that is 90 days after the Revolving Maturity Date (or the Subsequent Maturity Date), provided that the Borrower hereby agrees that it shall provide cash collateral in an amount equal to Section 2.21; provided that, notwithstanding anything 102% of the LC Exposure in this Agreement (including Section 2.21 hereof) or respect of any other Loan Document such outstanding Letter of Credit to the contrary, applicable Issuing Bank at least five Business Days prior to the Revolving Maturity Date (or Subsequent Maturity Date, if applicable), which such amount shall be (A) deposited by the Borrower in an account with and in the name of such Issuing Bank and (B) held by such Issuing Bank for the satisfaction of the Borrower’s reimbursement obligations in respect of such Letter of Credit until the expiration of such Letter of Credit. Any Letter of Credit issued with an expiration date beyond the fifth Business Day prior to the Revolving Maturity Date (or the Subsequent Maturity Date, as such term is used in reference applicable) shall, to the extent of any Issuing Bank undrawn amount remaining thereunder on the Revolving Maturity Date (or any the Subsequent Maturity Date, if applicable), cease to be a “Letter of Credit” outstanding under this Agreement for purposes of the Revolving Lenders’ obligations to participate in Letters of Credit issued thereby, may not be extended with respect pursuant to any Issuing Bank without the prior written consent of such Issuing Bankclause (d) below.

Appears in 1 contract

Samples: Credit Agreement (NCR Corp)

Expiration Date. Each Letter of Credit shall expire (or be subject to termination or non-renewal by notice from the Issuing Bank to the beneficiary thereof) at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, including, without limitation, any automatic renewal provision, one year after such renewal or extension), ) and (ii) the date that is five Business Days prior to the Revolving Credit Maturity Date and Date; provided, that notwithstanding clause (iiiii) such later date agreed by the applicable Issuing Bank if arrangements acceptable to such Issuing Bank in its sole discretion have been made to cash collateralize the applicable above, a Letter of Credit with a one year maturity date issued under clause (i) above may expire after the Revolving Credit Maturity Date (a “Cash Collateralized LC”) if the Borrower has delivered cash collateral to the Issuing Bank no later than the date that is thirty (30) days prior to the issuance thereof; providedRevolving Credit Maturity Date (the “LC Expiration Date”) in an amount equal to 105% of the face amount of any such Letter of Credit (the “XX Xxxx Collateral”). To the extent the Borrower fails to provide the XX Xxxx Collateral on the LC Expiration Date, howeverthe Borrower shall be deemed to have requested an ABR Revolving Borrowing in accordance with the terms of Section 2.03 hereof in an amount equal to 105% of the face amount of the Cash Collateralized LC, the proceeds of which will be delivered to the Issuing Bank as cash collateral. In the event that any such ABR Revolving Borrowing cannot be made for any reason on the LC Expiration Date, then each Lender hereby agrees that it shall promptly fund its participation interest acquired pursuant to Section 2.04(d) in such Cash Collateralized LC (which shall be delivered to the Issuing Bank as cash collateral). Upon the cash collateralization of any Letter of Credit maypursuant to this Section, upon such Cash Collateralized LC shall be deemed to be issued outside of this Agreement; provided, that, the request of the Borrower, include a provision whereby fees associated with such Letter of Credit under the terms hereof shall continue to accrue, but shall thereafter be renewed automatically solely for additional consecutive periods the benefit of one year or less (but not beyond the date that is five Business Days prior to the Revolving Maturity Date) unless the applicable Issuing Bank notifies the beneficiary thereof at least 30 days prior to the then-applicable expiration date that such Letter of Credit will not be renewed. For the avoidance of doubt, if the Revolving Maturity Date shall be extended pursuant to Section 2.21, “Revolving Maturity Date” as referenced in this paragraph shall refer to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or any Letter of Credit issued thereby, may not be extended with respect to any Issuing Bank without the prior written consent of such Issuing Bank.

Appears in 1 contract

Samples: Credit Agreement (Fiesta Restaurant Group, Inc.)

Expiration Date. Each Letter of Credit shall expire (or be subject to termination by notice from the applicable Issuing Bank to the beneficiary thereof) at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension), ) and (ii) the date that is five Business Days prior to the Revolving Maturity Date and (iii) such later date agreed by or, if there are different Maturity Dates hereunder, the applicable Issuing Bank if arrangements acceptable to such Issuing Bank in its sole discretion have been made to cash collateralize the applicable Letter of Credit prior to the issuance thereofthen earliest scheduled Maturity Date); provided, however, provided that any Letter of Credit maymay provide for the automatic renewal thereof for additional one-year periods so long as such automatic renewal does not extend the expiration thereof beyond the date specified in clause (ii) above; provided, upon the request of the Borrowerfurther that, include a provision whereby such if at any time there are different Maturity Dates hereunder, any Letter of Credit shall be renewed automatically for additional consecutive periods of one year or less may expire after the date specified in such clause (ii) (but not beyond in no event later than the date that is five Business Days prior to the next earliest scheduled Maturity Date at such time) so long as, on the date of issuance, amendment, renewal or extension thereof and after giving effect thereto, (x) the total Revolving Maturity DateCredit Exposure would not exceed the total Commitments of the Extending Lenders (including Additional Commitment Lenders) unless and (y) the applicable total LC Exposure of the Issuing Bank notifies the beneficiary thereof at least 30 days prior Banks (determined for these purposes without giving effect to the then-applicable expiration date that such Letter participations therein of Credit will not be renewed. For the avoidance of doubt, if the Revolving Maturity Date shall be extended Lenders pursuant to Section 2.21, “Revolving Maturity Date” as referenced in this paragraph shall refer to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereofSection) or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or any Letter of Credit issued thereby, may not be extended with respect to any Issuing Bank without Letters of Credit that have an expiry date after the prior written consent of such Issuing Bankthen earliest scheduled Maturity Date would not exceed the LC Sublimit.

Appears in 1 contract

Samples: Credit Agreement (Newell Rubbermaid Inc)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, the date that is one year after the date of such renewal or extension), ) and (ii) the date that is five Business Days prior to the Revolving Credit Maturity Date and (iii) such later date agreed by unless other provisions or arrangements reasonably satisfactory to the applicable Issuing Bank if arrangements acceptable to such Issuing Bank in its sole discretion and Administrative Agent shall have been made with respect to cash collateralize such Letter of Credit, but which shall include the release by the relevant Issuing Bank of each applicable Revolving Credit Lender from its participation obligations hereunder with respect to such Letter of Credit). If the applicable Borrower so requests in any notice requesting the issuance of a Letter of Credit, the applicable Issuing Bank shall issue a Letter of Credit prior that has automatic renewal provisions (each, an “Auto Renewal Letter of Credit”); provided that the applicable Borrower shall be required to make a specific request to the issuance thereof; provided, however, that applicable Issuing Bank for any such renewal. Once an Auto Renewal Letter of Credit mayhas been issued, upon the request applicable Revolving Credit Lenders shall be deemed to have authorized the renewal of the Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods at any time to an expiry date not later than the earlier of (i) the date that is one year or less from the date of such renewal and (but not beyond ii) the date that is five Business Days prior to the Revolving Credit Maturity Date) Date (unless other provisions or arrangements reasonably satisfactory to the applicable Issuing Bank notifies shall have been made with respect to such Letter of Credit, and shall include the beneficiary thereof release by the relevant Issuing Bank and the Administrative Agent of each applicable Revolving Credit Lender from its participation obligations hereunder with respect to such Letter of Credit); provided that the applicable Issuing Bank shall not permit any such renewal if such Issuing Bank has determined that it would have no obligation at least 30 days prior such time to the then-applicable expiration date that issue such Letter of Credit will not be renewed. For in its renewed form under the avoidance terms hereof (by reason of doubt, if the Revolving Maturity Date shall be extended pursuant to provisions of Section 2.21, “Revolving Maturity Date” as referenced in this paragraph shall refer to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) 4.2 or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or any Letter of Credit issued thereby, may not be extended with respect to any Issuing Bank without the prior written consent of such Issuing Bankotherwise).

Appears in 1 contract

Samples: First Lien Credit Agreement (Continental Building Products, Inc.)

Expiration Date. Each Standby Letter of Credit shall expire (and in the case of an Acceptance Credit, shall provide that all Bankers’ Acceptances created thereunder (which shall in no event have a maturity of less than 30 or more than 120 days after creation thereof) shall expire) at or prior to the close of business on the earlier of (i) the date that is one year (unless otherwise agreed upon by the Administrative Agent and the Issuing Bank in their sole discretion) after the date of the issuance of such Standby Letter of Credit (or, in the case of any renewal or extension thereof, one year (unless otherwise agreed upon by the Administrative Agent and the Issuing Bank in their sole discretion) after such renewal or extension), ) and (ii) the date that is five Business Days prior to the Revolving Facility Maturity Date; provided, that any Standby Letter of Credit with one year tenor may provide for automatic extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Standby Letter of Credit permits the Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Standby Letter of Credit) by giving prior notice to the beneficiary thereof not later than five days in each such twelve-month period to be agreed upon at the time such Standby Letter of Credit is issued; provided, further, that if the Issuing Bank and the Administrative Agent each consent in their sole discretion, the expiration date on any Standby Letter of Credit (or, in the case of an Acceptance Credit, any Bankers’ Acceptances thereunder) may extend beyond the date referred to in clause (ii) above, provided, that if any such Standby Letter of Credit is outstanding or the expiration date is extended to a date after the date that is 30 days prior to the Revolving Facility Maturity Date the Borrower shall, upon the later to occur of (x) the date such Standby Letter of Credit is issued or (y) the date the expiration date of such Standby Letter of Credit is so extended, provide cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and (iii) such later date agreed by the applicable Issuing Bank if arrangements acceptable to such relevant Issuing Bank in its sole discretion have been made an amount equal to cash collateralize 105% of the applicable face amount of each such Standby Letter of Credit on or prior to the issuance thereof; provideddate that is 30 days prior to the Revolving Facility Maturity Date or, howeverif later, that any Letter such date of Credit may, upon the request of the Borrower, include a provision whereby such issuance. Each Trade Letter of Credit shall be renewed automatically for additional consecutive periods expire not later than (x) 180 days after such Trade Letter of one year Credit’s date of issuance, or less (but not beyond y) the date that is five Business Days prior to the Revolving Facility Maturity Date) unless the applicable Issuing Bank notifies the beneficiary thereof at least 30 days prior to the then-applicable expiration date that such Letter of Credit will not be renewed. For the avoidance of doubt, if the Revolving Maturity Date shall be extended pursuant to Section 2.21, “Revolving Maturity Date” as referenced in this paragraph shall refer to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or any Letter of Credit issued thereby, may not be extended with respect to any Issuing Bank without the prior written consent of such Issuing Bank.

Appears in 1 contract

Samples: Credit Agreement (Berry Plastics Holding Corp)

Expiration Date. Each Letter of Credit shall expire (or be subject to termination by notice from the applicable Issuing Bank to the beneficiary thereof) at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension), ) and (ii) the date that is five Business Days prior to the Revolving Maturity Date and (iii) such later date agreed by or, if there are different Maturity Dates hereunder, the applicable Issuing Bank if arrangements acceptable to such Issuing Bank in its sole discretion have been made to cash collateralize the applicable Letter of Credit prior to the issuance thereofthen earliest scheduled Maturity Date); provided, however, provided that any Letter of Credit maymay provide for the automatic renewal thereof for additional one-year periods so long as such automatic renewal does not extend the expiration thereof beyond the date specified in clause (ii) above; provided, upon the request of the Borrowerfurther that, include a provision whereby such if at any time there are different Maturity Dates hereunder, any Letter of Credit shall be renewed automatically for additional consecutive periods of one year or less may expire after the date specified in such clause (ii) (but not beyond in no event later than the date that is five Business Days prior to the next earliest scheduled Maturity Date at such time) so long as, on the date of issuance, amendment, renewal or extension thereof and after giving effect thereto, (x) the total Revolving Maturity DateCredit Exposure would not exceed the total Commitments of the Extending Lenders (including Additional Commitment Lenders) unless and (y) the applicable total LC Exposure of the Issuing Bank notifies the beneficiary thereof at least 30 days prior Banks (determined for these purposes without giving effect to the then-applicable expiration date that such Letter participations therein of Credit will not be renewed. For the avoidance of doubt, if the Revolving Maturity Date shall be extended Lenders pursuant to Section 2.21, “Revolving Maturity Date” as referenced in this paragraph shall refer to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereofSection) or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or any Letter of Credit issued thereby, may not be extended with respect to any Issuing Bank without Letters of Credit that have an expiry date after the prior written consent of such Issuing Bank.then earliest scheduled Maturity Date would not exceed the LC Sublimit. Credit Agreement

Appears in 1 contract

Samples: Credit Agreement (Newell Rubbermaid Inc)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier date that is two Business Days prior to the Maturity Date. Notwithstanding the foregoing, any Letter of (i) Credit issued hereunder may, in the sole discretion of the applicable Issuing Bank, expire after the second Business Day prior to the Maturity Date but on or before the date that is one year 90 days after the date Maturity Date, provided that the Borrower hereby agrees that it shall provide cash collateral in an amount equal to 102% of the issuance LC Exposure in respect of any such outstanding Letter of Credit to the applicable Issuing Bank at least 10 days prior to the Maturity Date (or, if such outstanding Letter of Credit is a Letter of Credit which provides for automatic renewals thereof pursuant to customary evergreen provisions, no later than the date on which the applicable Issuing Bank would be required to give notice of its intention to not renew such Letter of Credit pursuant to the terms thereof), which such amount shall be (i) deposited by the Borrower in an account with and in the name of such Issuing Bank and (ii) held by such Issuing Bank for the satisfaction of the Borrower’s reimbursement obligations in respect of such Letter of Credit (or, in until the case expiration of any renewal or extension thereof, one year after such renewal or extension), (ii) Letter of Credit. Any Letter of Credit issued with an expiration date beyond the date that is five second Business Days Day prior to the Revolving Maturity Date and (iii) such later date agreed by shall, to the applicable Issuing Bank if arrangements acceptable extent of any undrawn amount remaining thereunder on the Maturity Date, cease to such Issuing Bank in its sole discretion have been made to cash collateralize the applicable be a “Letter of Credit prior Credit” outstanding under this Agreement for purposes of the Lenders’ obligations to the issuance thereof; provided, however, that any Letter participate in Letters of Credit may, upon the request of the Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of one year or less pursuant to clause (but not beyond the date that is five Business Days prior to the Revolving Maturity Dated) unless the applicable Issuing Bank notifies the beneficiary thereof at least 30 days prior to the then-applicable expiration date that such Letter of Credit will not be renewedbelow. For the avoidance of doubt, if the Revolving Maturity Date shall be extended pursuant to Section 2.21, “Revolving Maturity Date” as referenced in this paragraph sentence shall refer to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrary, the Revolving Maturity DateDate and the LC Availability Period, as such term is terms are used in reference to any Issuing Bank or any Letter of Credit issued thereby, may not be extended with respect to any Issuing Bank without the prior written consent of such Issuing Bank.

Appears in 1 contract

Samples: Credit Agreement (Newmont Mining Corp /De/)

Expiration Date. Each Letter of Credit shall expire (or be subject to termination or non-renewal by notice from the Issuing Bank to the beneficiary thereof) at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, including, without limitation, any automatic renewal provision, one year after such renewal or extension), ) and (ii) the date that is five Business Days prior to the Revolving Credit Maturity Date and Date; provided, that notwithstanding clause (iiiii) such later date agreed by the applicable Issuing Bank if arrangements acceptable to such Issuing Bank in its sole discretion have been made to cash collateralize the applicable above, a Letter of Credit with a one year maturity date issued under clause (i) above may expire after the Revolving Credit Maturity Date (a "Cash Collateralized LC") if the Borrower has delivered cash collateral to the Issuing Bank no later than the date that is thirty (30) days prior to the issuance thereof; providedRevolving Credit Maturity Date (the "LC Expiration Date") in an amount equal to 105% of the face amount of any such Letter of Credit (the "LX Xxxx Collateral"). To the extent the Borrower fails to provide the LX Xxxx Collateral on the LC Expiration Date, howeverthe Borrower shall be deemed to have requested an ABR Revolving Borrowing in accordance with the terms of Section 2.03 hereof in an amount equal to 105% of the face amount of the Cash Collateralized LC, the proceeds of which will be delivered to the Issuing Bank as cash collateral. In the event that any such ABR Revolving Borrowing cannot be made for any reason on the LC Expiration Date, then each Lender hereby agrees that it shall promptly fund its participation interest acquired pursuant to Section 2.04(d) in such Cash Collateralized LC (which shall be delivered to the Issuing Bank as cash collateral). Upon the cash collateralization of any Letter of Credit maypursuant to this Section, upon such Cash Collateralized LC shall be deemed to be issued outside of this Agreement; provided, that, the request of the Borrower, include a provision whereby fees associated with such Letter of Credit under the terms hereof shall continue to accrue, but shall thereafter be renewed automatically solely for additional consecutive periods the benefit of one year or less (but not beyond the date that is five Business Days prior to the Revolving Maturity Date) unless the applicable Issuing Bank notifies the beneficiary thereof at least 30 days prior to the then-applicable expiration date that such Letter of Credit will not be renewed. For the avoidance of doubt, if the Revolving Maturity Date shall be extended pursuant to Section 2.21, “Revolving Maturity Date” as referenced in this paragraph shall refer to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or any Letter of Credit issued thereby, may not be extended with respect to any Issuing Bank without the prior written consent of such Issuing Bank.

Appears in 1 contract

Samples: Credit Agreement (Fiesta Restaurant Group, Inc.)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (1) in the case of a Standby Letter of Credit, unless otherwise consented to by the Issuing Bank in its sole discretion, (x) (i) the date that is one year after the date of the issuance of such Standby Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) or (ii) such later date as requested by Borrower in the relevant application and (y) the date that is five days prior to the Revolving Maturity Date and (2) in the case of a Commercial Letter of Credit, (x) the date that is 180 days after the date of issuance of such Commercial Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (y) the date that is five days prior to the Revolving Maturity Date. If Borrower so requests in any Letter of Credit Request, the Issuing Bank may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an "AUTO-RENEWAL LETTER OF CREDIT"); provided that (i) any such Auto-Renewal Letter of Credit must permit the Issuing Bank to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued and (ii) the Issuing Bank will not permit the renewal of any Letter of Credit that would result in the expiration date of such Letter of Credit being later than the date that is five days prior to the Revolving Maturity Date. Unless otherwise directed by the Issuing Bank, Borrower shall not be required to make a specific request to the Issuing Bank for any such renewal. Once an Auto-Renewal Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) the Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the date that is five Business Days prior to the Revolving Maturity Date and (iii) such later date agreed by the applicable Issuing Bank if arrangements acceptable to such Issuing Bank in its sole discretion have been made to cash collateralize the applicable Letter of Credit prior to the issuance thereof; provided, however, that any Letter of Credit may, upon the request of the Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of one year or less (but not beyond the date that is five Business Days days prior to the Revolving Maturity Date) unless ; provided that the applicable Issuing Bank notifies shall not permit any such renewal if (x) the beneficiary thereof Issuing Bank has determined that it would have no obligation at least 30 days prior such time to the then-applicable expiration date that issue such Letter of Credit will not be renewed. For in its renewed form under the avoidance terms hereof (by reason of doubtthe provisions of Sec- tion 2.18(l) or otherwise), if or (y) it has received notice on or before the Revolving Maturity Date shall be extended day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this paragraph, (1) from the Administrative Agent that any Revolving Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 2.21, “Revolving Maturity Date” as referenced in this paragraph shall refer to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or any Letter of Credit issued thereby, may 4.01 are not be extended with respect to any Issuing Bank without the prior written consent of such Issuing Bankthen satisfied.

Appears in 1 contract

Samples: Credit Agreement (Cpi Holdco Inc)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension), (ii) the date that is five Business Days prior to the Revolving Maturity Date Commitment Termination Date; provided that, notwithstanding the foregoing, the Borrowers may request the issuance of a Letter of Credit with an initial expiry date which complies with the foregoing requirments of this paragraph that has automatic renewal provisions (an “Auto-Renewal Letter of Credit”) (and, in the request for the issuance of a Letter of Credit, the Borrower shall specify if such Letter of Credit is an Auto-Renewal Letter of Credit and the proposed initial expiry date and renewal provisions therefor), subject to the following provisions: (iiiw) such later date agreed the issuance of an Auto-Renewal Letter of Credit hereunder shall be at the sole and absolute discretion of the Issuing Lender; (x) without the consent of the Lenders, no Auto-Renewal Letter of Credit issued hereunder by the applicable Issuing Bank if arrangements acceptable Lender shall be permitted to such be renewed to a date later than the first anniversary of the Commitment Termination Date; (y) the Issuing Bank Lender may in its sole discretion have been made to cash collateralize give a notice of non-renewal and thereby prevent the applicable renewal of an Auto-Renewal Letter of Credit prior pursuant to the issuance terms thereof; providedand (z) without limiting the foregoing, however, that if any Letter of Credit may, upon the request of the Borrower, include a provision whereby such Auto-Renewal Letter of Credit shall be renewed automatically for additional consecutive periods of one year or less (but not beyond outstanding on the date that is five Business Days prior to the Revolving Maturity Date) unless the applicable Issuing Bank notifies the beneficiary thereof at least 30 days prior to the thenCommitment Termination Date (or, in the case of any Auto-applicable expiration date that such Letter of Credit will not be renewed. For the avoidance of doubt, if the Revolving Maturity Date shall be extended pursuant to Section 2.21, “Revolving Maturity Date” as referenced in this paragraph shall refer to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or any Renewal Letter of Credit issued therebyhereunder after such date, may not be extended on the Commitment Termination Date), the Borrower shall provide cash collateral in an amount equal to the undrawn amount of the Letter(s) of Credit on such date in accordance with respect Section 2.17(k) (and the failure to any Issuing Bank without the provide such cash collateral on or prior written consent to such date shall constitute an Event of such Issuing BankDefault hereunder).

Appears in 1 contract

Samples: Credit Agreement (Cdi Corp)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year (unless otherwise agreed upon by the Administrative Agent and the Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year (unless otherwise agreed upon by the Administrative Agent and the Issuing Bank in their sole discretion) after such renewal or extension), ) and (ii) the date that is five Business Days prior to (A) in the case of any Revolving Letter of Credit, the applicable Revolving Facility Maturity Date and (iiiB) such later date agreed by in the applicable Issuing Bank if arrangements acceptable to such Issuing Bank in its sole discretion have been made to cash collateralize the applicable case of any Synthetic Letter of Credit prior to Credit, the issuance thereofSynthetic L/C Maturity Date; provided, however, that any Letter of Credit maywith one year tenor may provide for automatic extension thereof for additional one year periods (which, upon in no event, shall extend beyond the request date referred to in clause (ii) of the Borrower, include a provision whereby this paragraph (c)) so long as such Letter of Credit shall be renewed automatically for additional consecutive periods of one year or less (but not beyond the date that is five Business Days prior to the Revolving Maturity Date) unless permits the applicable Issuing Bank notifies to prevent any such extension at least once in such twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof at least 30 days prior to the then-applicable expiration date that such Letter of Credit will not be renewed. For the avoidance of doubt; provided further, that if the Revolving Maturity Date shall be extended pursuant to Section 2.21, “Revolving Maturity Date” as referenced applicable Issuing Bank and the Administrative Agent each consent in this paragraph shall refer to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrarytheir sole discretion, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or expiration date on any Letter of Credit issued therebymay extend beyond the date referred to in clause (ii) above, may not be provided, that if any such Letter of Credit is outstanding or the expiration date is extended with respect to a date after the date that is five Business Days prior to (A) in the case of any Revolving Letter of Credit, the applicable Revolving Facility Maturity Date and (B) in the case of any Synthetic Letter of Credit, the Synthetic L/C Maturity Date the applicable Borrower shall provide cash collateral in the currency in which such Letter of Credit is denominated pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank without in an amount equal to 105% of the prior written consent face amount of each such Letter of Credit or provide a back-to-back letter of credit, in form and substance and from an issuing bank reasonably satisfactory to the relevant Issuing Bank, on or prior to the date that is five Business Days prior to (A) in the case of any Revolving Letter of Credit, the applicable Revolving Facility Maturity Date and (B) in the case of any Synthetic Letter of Credit, the Synthetic L/C Maturity Date or in each case, if later, such date of issuance.

Appears in 1 contract

Samples: Credit Agreement (Momentive Performance Materials Inc.)

Expiration Date. Each Letter of Credit shall shall, except as provided below in this paragraph, expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension), ) and (ii) the date that is five Business Days prior to the Revolving Maturity Date and (iii) such later date agreed Date. Any Letter of Credit may provide by its terms that it may be extended for additional successive one-year periods under customary "evergreen" provisions on terms reasonably acceptable to the applicable Issuing Bank if arrangements acceptable to such Issuing Bank Bank; provided that, except as provided below in its sole discretion have been made to cash collateralize the applicable this paragraph, no Letter of Credit prior to the issuance thereof; provided, however, that any Letter of Credit may, upon the request of the Borrower, include a provision whereby such Letter of Credit shall may be renewed extended automatically for additional consecutive periods of one year or less (but not otherwise beyond the date that is five Business Days prior to the Revolving Maturity Date) unless . Notwithstanding the applicable foregoing, any Issuing Bank notifies in respect of any outstanding Letter of Credit may extend the beneficiary thereof at least 30 days prior to the then-applicable date of expiration date that of such Letter of Credit will not be renewed. For to a date after the avoidance of doubt, if date that is five Business Days prior to the Revolving Maturity Date shall on such terms and subject to such conditions as may be extended pursuant agreed to Section 2.21, “Revolving Maturity Date” as referenced in this paragraph shall refer to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrarybetween such Issuing Bank, the Revolving Maturity DateCompany and the applicable Borrower, as such term is used in reference and any agreement made by the Company or the applicable Borrower to any induce an Issuing Bank or so to extend the date of expiration of any Letter of Credit issued thereby, may not (i) shall be extended with respect set forth in a notice delivered by the Company to any Issuing Bank without the prior written consent Administrative Agent promptly after the extension of the date of expiration of such Letter of Credit and (ii) shall for all purposes of this Agreement be deemed to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit beyond the Maturity Date, will be deemed to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under such Letter of Credit after the Maturity Date.

Appears in 1 contract

Samples: Credit Agreement (Molson Coors Brewing Co)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, unless the Issuing Bank issuing such Letter of Credit otherwise agreed in the case of any renewal or extension thereof, one year after such renewal or extension), its sole discretion) and (ii) the date that is five Business Days prior to the Revolving Credit Maturity Date and (iii) such later date agreed by Date. If the applicable Issuing Bank if arrangements acceptable to such Issuing Bank Borrower so requests in its sole discretion have been made to cash collateralize the any applicable Letter of Credit prior Request, the Issuing Bank may, in its sole and absolute discretion, agree to the issuance thereof; provided, however, that any issue a Letter of Credit maythat has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the request of the Borrower, include a provision whereby time such Letter of Credit is issued. Unless otherwise directed by the Issuing Bank, the Borrower shall not be required to make a specific request to the Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Revolving Credit Lenders shall be renewed automatically for additional consecutive periods of one year or less deemed to have authorized (but may not beyond require) the Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date that is not later than the five Business Days prior to the Revolving Credit Maturity Date) unless ; provided, however, that the applicable Issuing Bank notifies shall not permit any such extension if the beneficiary thereof Issuing Bank has determined that it would not be permitted, or would have no obligation, at least 30 days prior such time to the then-applicable expiration date that issue such Letter of Credit will not be renewed. For in its revised form (as extended) under the avoidance terms hereof (by reason of doubt, if the Revolving Maturity Date shall be extended provisions of clause (e) of Section 2.05 or otherwise pursuant to Section 2.21, “Revolving Maturity Date” as referenced in this paragraph shall refer to the Revolving Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 terms hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is used in reference to any Issuing Bank or any Letter of Credit issued thereby, may not be extended with respect to any Issuing Bank without the prior written consent of such Issuing Bank).

Appears in 1 contract

Samples: Credit Agreement (Kinder Morgan, Inc.)

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