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 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 Maturity Date with respect to the Revolving Commitments pursuant to which issued (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 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 Borrower and the Issuing Bank pursuant to which the expiration date of such 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); 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 such Issuing Bank, the Applicable 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) such Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than such Maturity Date.

Appears in 9 contracts

Sources: Credit Agreement (Icon PLC), Credit Agreement (Horizon Therapeutics Public LTD Co), Credit Agreement (Icon PLC)

Expiration Date. (i) Each Letter of Credit shall expire at or prior to the close of business on the Business Day that is the earlier of (ix) the date which is not more than 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 (iiy) the date that is five (5) Business Days prior to the Maturity Date with respect to the Revolving Commitments pursuant to which issued (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 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 Borrower and Expiration Date; provided, however, the Issuing Bank pursuant Bank, in its sole discretion, may agree to which the expiration date of extend such Letter of Credit beyond the Letter of Credit Expiration Date (the “LC Extension”) upon the Borrower either (i) providing the Issuing Bank funds equal to 103% of the LC Exposure with respect to such Letter of Credit for deposit in a cash collateral account which cash collateral account will be held by the Issuing Bank as a pledged cash collateral account and applied to reimbursement of all drafts submitted under such outstanding Letter of Credit or (ii) delivering to the Issuing Bank one or more letters of credit for the benefit of the Issuing Bank to backstop such outstanding Letter of Credit, issued by a bank reasonably acceptable to the Issuing Bank in its sole discretion, each in form and substance reasonably acceptable to the Issuing Bank in its sole discretion) unless the applicable Issuing Bank notifies the beneficiary thereof at least thirty (30) days (or such longer period as may be specified in such Letter of Credit) prior to the then applicable expiration date that such Letter of Credit will not be renewed. (ii) If the Borrower so requests in any LC Request for a Letter of Credit, 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 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); provided that any such Auto Auto-Renewal Letter of Credit must permit the applicable Issuing Bank to prevent any such renewal 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 in each such twelve (12) month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by such the Issuing Bank, the Applicable Borrower shall not be required to make a specific request to such the Issuing Bank for any such renewal. Once an Auto Auto-Renewal Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) such 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 (1) year from the date of such Maturity renewal and (ii) the Letter of Credit Expiration Date, unless otherwise extended pursuant to an LC Extension; provided that the Issuing Bank 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 in its renewed form under the terms hereof (by reason of the provisions of Section 2.18(m) or otherwise), or (y) it has received notice on or before the day that is five (5) 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, any Lender or the Borrower that one or more of the applicable conditions specified in Section 4.02 are not then satisfied.

Appears in 9 contracts

Sources: Assumption Agreement and Amendment No. 2 (iCIMS Holding LLC), Credit Agreement (iCIMS Holding LLC), Assumption Agreement and Amendment No. 1 (iCIMS Holding LLC)

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 (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); 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 periods (but not beyond the date that is five Business Days prior to the Revolving Maturity Date (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 renewed 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 2.22, “Revolving Maturity Date” as referenced in this paragraph shall refer, with respect to the Revolving Commitments pursuant to which issued (or if any Extended Class of Letters of Credit associated with such Class of Revolving Commitments, Incremental to the Revolving Maturity Date in respect of any Class of Revolving Commitments as extended pursuant to Section 2.22; provided that, notwithstanding anything in this Agreement (including Section 2.22 hereof) or Other Refinancing Revolving Commitments are outstandingany other Loan Document to the contrary, the last Revolving Maturity Date applicable thereto (so long Date, as the aggregate amount of such Letters of Credit are not term is used in excess of such commitments)); provided that reference to any Issuing Bank or any Letter of Credit issued thereby, may contain customary automatic renewal provisions agreed upon by the Applicable Borrower and the not be extended with respect to any Issuing Bank pursuant to which without the expiration date prior written consent of such 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); 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 such Issuing Bank, the Applicable 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) such Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than such Maturity Date.

Appears in 7 contracts

Sources: Credit Agreement (Resideo Technologies, Inc.), Credit Agreement (Resideo Technologies, Inc.), Credit Agreement (Resideo Technologies, 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 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 Maturity 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; provided that, except as provided below in this paragraph, no Letter of Credit may be extended automatically or otherwise beyond the date that is five Business Days prior to the Maturity Date. Notwithstanding the foregoing, any Issuing Bank in respect of any outstanding Letter of Credit may extend the date of expiration of such Letter of Credit to a date after the date that is five Business Days prior to the Maturity Date with respect on such terms and subject to the Revolving Commitments pursuant such conditions as may be agreed to which issued (or if any Extended Revolving Commitments, Incremental Revolving Commitments or Other Refinancing Revolving Commitments are outstandingbetween such Issuing Bank, the last Maturity Date Company and the applicable thereto (Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so long as to extend the aggregate amount date of such Letters expiration of Credit are not in excess of such commitments)); provided that any Letter of Credit may contain customary automatic renewal provisions agreed upon (i) shall be set forth in a notice delivered by the Applicable Borrower and Company to the Issuing Bank pursuant to which Administrative Agent promptly after the extension of the date of expiration date of such 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 and (ii) above); provided that 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 such Auto Renewal Letter of Credit must permit beyond the applicable Issuing Bank Maturity Date, will be deemed to prevent have agreed that no Lender shall have any such renewal at least once obligation under Section 2.04(d) in each twelve month period (commencing with the date respect of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than any LC Disbursement resulting from a day in each such twelve month period to be agreed upon at the time drawing made under such Letter of Credit is issued. Unless otherwise directed by such Issuing Bank, after the Applicable 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) such Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than such Maturity Date.

Appears in 7 contracts

Sources: Credit Agreement (Molson Coors Beverage Co), Credit Agreement (Molson Coors Beverage Co), Credit Agreement (Molson Coors Beverage Co)

Expiration Date. Each No Letter of Credit shall expire at 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 the close any date for notice of business on the earlier of (i) the date one year after the date of the issuance of renewal set forth in such Letter of Credit (or, but in the case of any renewal or extension thereof, one year after such renewal or extension) and event at least two (ii) the date that is five (52) Business Days prior to the Maturity Date 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 respect a copy to the Revolving Commitments pursuant Agent) on or prior to which issued (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 date for notice of termination set forth in such Letters Letter of Credit are (but in any event at least thirty (30) Business Days prior to the date of automatic renewal) of its election not in excess to renew such standby Letter of such commitments)Credit (a “Notice of Termination”); provided that any the terms of each standby Letter of Credit may contain customary automatic renewal provisions agreed upon 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 Applicable Borrower and or a Notice of Termination is given by the Issuing Bank pursuant to which the expiration date of immediately preceding sentence, such standby 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 expire on the date set forth on which it otherwise would have been automatically renewed; provided, however, that even in clause (ii) above); provided that any such Auto Renewal Letter the absence of Credit must permit receipt of a Notice of Renewal, the applicable Issuing Bank to prevent any such renewal at least once may, in each twelve month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice its discretion unless instructed to the beneficiary thereof not later than contrary by the Agent or the Borrower, deem that a day Notice of Renewal had been timely delivered and, in each such twelve month period to be agreed upon at the time such Letter case, a Notice of Credit is issued. Unless otherwise directed by such Issuing Bank, the Applicable 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) such Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than such Maturity Datebeen so delivered for all purposes under this Agreement.

Appears in 6 contracts

Sources: Credit Agreement (Astronics Corp), Credit Agreement (Astronics Corp), 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) and ), (ii) the date that is five (5) Business Days prior to the Revolving Maturity Date with respect 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 Revolving Commitments pursuant to which issued (or if any Extended Revolving Commitmentsissuance thereof; provided, Incremental Revolving Commitments or Other Refinancing Revolving Commitments are outstandinghowever, the last Maturity Date applicable thereto (so long as the aggregate amount of such Letters of Credit are not in excess of such commitments)); provided that any Letter of Credit may contain customary automatic renewal provisions agreed may, upon by the Applicable Borrower and request of the Issuing Bank pursuant to which the expiration date of Borrower, include a provision whereby such Letter of Credit (an “Auto Renewal Letter of Credit”) shall be renewed automatically be extended for additional consecutive periods of up to twelve (12) months one year or less (but not to a date later than beyond the date set forth in clause (iithat is five Business Days prior to the Revolving Maturity Date) above); provided that any such Auto Renewal Letter of Credit must permit unless 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 notifies the beneficiary thereof not later than a day in each such twelve month period at least 30 days prior to be agreed upon at the time 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 issued. Unless otherwise directed by 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, the Applicable 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) such Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than such Maturity Date.

Appears in 6 contracts

Sources: Credit Agreement (YETI Holdings, Inc.), Credit Agreement (YETI Holdings, Inc.), Credit Agreement (YETI 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 (1) 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 (1) year after the date of such renewal or extension) and (ii) the date that is five three (53) Business Days prior to the Revolving Credit Maturity Date (unless other provisions or arrangements reasonably satisfactory to the applicable Issuing Bank and Revolver Administrative Agent shall have been made with respect to such Letter of Credit, but which shall include the release by the relevant Issuing Bank of each applicable Revolving Commitments pursuant Credit Lender from its participation obligations hereunder with respect to which issued (or if such Letter of Credit). If the applicable Revolver Borrower so requests in any Extended Revolving Commitments, Incremental Revolving Commitments or Other Refinancing Revolving Commitments are outstandingnotice requesting the issuance of a Letter of Credit, the last Maturity Date applicable thereto (so long as the aggregate amount of such Letters of Credit are not in excess of such commitments)); provided that any Issuing Bank shall issue a Letter of Credit may contain customary that has automatic renewal provisions agreed upon by the Applicable Borrower and the Issuing Bank pursuant to which the expiration date of such Letter of Credit (each, 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); 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 such Issuing Bank, the Applicable Revolver Borrower shall not be required to make a specific request to such 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 (but may not require) such 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) the date that is one (1) year from the date of such renewal and (ii) the date that is three (3) Business Days prior to the Revolving Credit Maturity DateDate (unless other provisions or arrangements reasonably satisfactory to the applicable Issuing Bank shall have been made with respect to such Letter of Credit, and shall include the release by the relevant Issuing Bank and the Revolver 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 such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Section 4.2 or otherwise).

Appears in 6 contracts

Sources: Credit Agreement (Herbalife Ltd.), Credit Agreement (Herbalife Ltd.), Credit Agreement (Herbalife Ltd.)

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 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 extensionits sole discretion) and (ii) the date that is five (5) Business Days prior to the Stated Maturity Date with respect (except to the Revolving Commitments extent Cash Collateralized or backstopped pursuant to which issued (or if any Extended Revolving Commitments, Incremental Revolving Commitments or Other Refinancing Revolving Commitments are outstanding, arrangements satisfactory to the last Maturity Date applicable thereto (so long as the aggregate amount of such Letters of Credit are not relevant Issuing Bank when required in excess of such commitmentsaccordance with Section 2.05(l)); provided that . If the Borrower so requests in any applicable Letter of Credit may contain customary automatic renewal provisions agreed upon by the Applicable Borrower and Request, the Issuing Bank pursuant may, in its sole and absolute discretion, agree to which the expiration date of such issue a Letter of Credit that has automatic extension provisions (each, an “Auto Renewal Auto-Extension 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); provided that any such Auto Renewal Auto-Extension Letter of Credit must permit the applicable Issuing Bank to prevent any such renewal extension at least once in each twelve 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 twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by such the Issuing Bank, the Applicable Borrower shall not be required to make a specific request to such the Issuing Bank for any such renewalextension. Once an Auto Renewal Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such the Issuing Bank to permit the renewal extension of such Letter of Credit at any time to an expiry date not later than such the five Business Days prior to the Stated Maturity Date; provided, however, that (i) the Issuing Bank shall not permit any such extension if the Issuing Bank has determined that it would not be permitted, 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 (e) of this Section 2.05 or otherwise pursuant to the terms hereof) and (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 Stated Maturity Date (but in any case to a date that is no later than twelve months since the expiry date as of the last auto-extension), provided that such Letter of Credit is Cash Collateralized or otherwise backstopped pursuant to arrangements satisfactory to the relevant Issuing Bank when required in accordance with Section 2.05(l).

Appears in 5 contracts

Sources: Credit Agreement (Kinder Morgan, Inc.), Credit Agreement (Kinder Morgan, Inc.), First Amendment (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 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 (iiy) the date that is five (5) Business Days days prior to the Revolving Maturity Date with respect to the Revolving Commitments pursuant to which issued (or if any Extended Revolving Commitments, Incremental Revolving Commitments or Other Refinancing Revolving Commitments are outstanding, the last Maturity Date applicable thereto (Date. If Borrower so long as the aggregate amount of such Letters of Credit are not requests in excess of such commitments)); provided that any Letter of Credit may contain customary Request, the Issuing Bank may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions agreed upon by the Applicable Borrower and the Issuing Bank pursuant to which the expiration date of such Letter of Credit (each, an “Auto 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); provided that (i) any such Auto Auto-Renewal Letter of Credit must permit the applicable Issuing Bank to prevent any such renewal at least once in each twelve 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 twelve-month period to be agreed upon at the time such Letter of Credit is issuedissued 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 such the Issuing Bank, the Applicable Borrower shall not be required to make a specific request to such the Issuing Bank for any such renewal. Once an Auto Auto-Renewal Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) such 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 days prior to the Revolving Maturity Date; provided that the Issuing Bank 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 in its renewed form under the terms hereof (by reason of the provisions of Section 2.18(l) or otherwise), 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, (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 4.01 are not then satisfied.

Appears in 5 contracts

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

Expiration Date. Each Standby Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Administrative Agent and the applicable 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 applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five (5) Business Days prior to the applicable Revolving Facility Maturity Date with respect to the Revolving Commitments pursuant to which issued (or if any Extended Revolving CommitmentsDate; provided, Incremental Revolving Commitments or Other Refinancing Revolving Commitments are outstanding, the last Maturity Date applicable thereto (so long as the aggregate amount of such Letters of Credit are not in excess of such commitments)); provided that any Standby Letter of Credit with a one year tenor may contain customary provide for automatic renewal provisions agreed upon by the Applicable Borrower and the Issuing Bank pursuant to which the expiration date of such Letter of Credit extension thereof for additional one year periods (an “Auto Renewal Letter of Credit”) which, in no event, shall automatically be extended for consecutive periods of up to twelve (12) months (but not to a date later than extend beyond the date set forth referred to in clause (ii) aboveof this paragraph (c); provided that any ) so long as such Auto Renewal Standby Letter of Credit must permit permits the applicable Issuing Bank to prevent any such renewal extension at least once in each twelve 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 within a day in each time period during such twelve twelve-month period to be agreed upon at the time such Standby Letter of Credit is issued. Unless otherwise directed by such ; provided, further, that if the applicable Issuing BankBank and the Administrative Agent each consent in their sole discretion, the Applicable Borrower shall not be required to make a specific request to such Issuing Bank for expiration date on any such renewal. Once an Auto Renewal Standby Letter of Credit has been issuedmay extend beyond the date referred to in clause (ii) above, the Lenders shall be deemed to have authorized (but may not require) provided, that if any such Issuing Bank to permit the renewal of such Standby Letter of Credit at is outstanding or is issued under the Revolving Facility Commitments of any time Class after the date that is 30 days prior to such Revolving Facility Maturity Date for such Class the Borrowers shall provide cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an expiry amount equal to [*]% of the face amount of each such Standby Letter of Credit on such date not later than of issuance. Each Trade Letter of Credit shall expire on the earlier of (x) 180 days after such Trade Letter of Credit’s date of issuance or (y) the date five Business Days prior to the applicable Revolving Facility Maturity Date.

Appears in 5 contracts

Sources: Credit Agreement (Norwegian Cruise Line Holdings Ltd.), Credit Agreement (Norwegian Cruise Line Holdings Ltd.), Credit Agreement (Norwegian Cruise Line Holdings Ltd.)

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 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 Maturity 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 Lender; provided that, except as provided below in this paragraph, no Letter of Credit may be extended automatically or otherwise beyond the date that is five Business Days prior to the Maturity Date. Notwithstanding the foregoing, any Issuing Lender in respect of any outstanding Letter of Credit may extend the date of expiration of such Letter of Credit to a date after the date that is five Business Days prior to the Maturity Date with respect on such terms and subject to such conditions as may be agreed to between such Issuing Lender and the Revolving Commitments pursuant Company, and any agreement made by the Company to which issued (or if any Extended Revolving Commitments, Incremental Revolving Commitments or Other Refinancing Revolving Commitments are outstanding, induce an Issuing Lender so to extend the last Maturity Date applicable thereto (so long as the aggregate amount date of such Letters expiration of Credit are not in excess of such commitments)); provided that any Letter of Credit may contain customary automatic renewal provisions agreed upon (i) shall be set forth in a notice delivered by the Applicable Borrower and Company to the Issuing Bank pursuant to which Administrative Agent promptly after the extension of the date of expiration date of such 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 and (ii) above); provided that shall for all purposes of this Agreement be deemed to be a covenant contained in Article V hereof. Each Issuing Lender, by extending the date of expiration of any such Auto Renewal Letter of Credit must permit beyond the applicable Issuing Bank Maturity Date, will be deemed to prevent have agreed that no Lender shall have any such renewal at least once obligation under Section 2.04(d) in each twelve month period (commencing with the date respect of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than any LC Disbursement resulting from a day in each such twelve month period to be agreed upon at the time drawing made under such Letter of Credit is issued. Unless otherwise directed by such Issuing Bank, after the Applicable 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) such Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than such Maturity Date.

Appears in 5 contracts

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

Expiration Date. (i) Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) in the case of a Standby Letter of Credit, (x) the date which 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) and (y) the Letter of Credit Expiration Date and (ii) in the case of a Commercial Letter of Credit, (x) the date that is five (5) Business Days prior to 360 days after the Maturity Date with respect to the Revolving Commitments pursuant to which issued (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 date of issuance of such Letters Commercial Letter of Credit are not (or, in excess the case of any renewal or extension thereof, 360 days after such commitments)); provided that renewal or extension) and (y) the Letter of Credit Expiration Date. (ii) If Borrower so requests in any Letter of Credit may contain customary Request, the Issuing Bank may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions agreed upon by the Applicable Borrower and the Issuing Bank pursuant to which the expiration date of such Letter of Credit (each, an “Auto 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); provided that any such Auto Auto-Renewal Letter of Credit must permit the applicable Issuing Bank to prevent any such renewal at least once in each twelve 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 twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by such the Issuing Bank, the Applicable Borrower shall not be required to make a specific request to such the Issuing Bank for any such renewal. Once an Auto Auto-Renewal Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) such 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 Maturity renewal and (ii) the Letter of Credit Expiration Date; provided that the Issuing Bank 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 in its renewed form under the terms hereof (by reason of the provisions of Section 2.18(l) or otherwise), 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, (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 4.02 are not then satisfied.

Appears in 4 contracts

Sources: Credit Agreement (Mattress Firm Holding Corp.), Credit Agreement (Mattress Firm Holding Corp.), Credit Agreement (Mattress Firm Holding 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 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 (5) not a Business Days Day, such Letter of Credit shall expire at or prior to the Maturity Date with respect to close of business on the Revolving Commitments pursuant to which issued (or if any Extended Revolving Commitmentsnext succeeding Business Day; provided, Incremental Revolving Commitments or Other Refinancing Revolving Commitments are outstandingfurther, the last Maturity Date applicable thereto (so long as the aggregate amount of such Letters of Credit are not in excess of such commitments)); provided that any Letter of Credit may contain customary automatic renewal provisions agreed may, upon by the Applicable Borrower and request of the Issuing Bank pursuant to which the expiration date of Borrower, include a provision whereby such Letter of Credit (an “Auto Renewal Letter of Credit”) shall be renewed automatically be extended for additional consecutive periods of up to twelve (12) months one year or less (but not to a date later than beyond the date set forth in clause (ii) above); provided that any such Auto Renewal Letter of Credit must permit LC Expiration Date, unless the applicable Issuing Bank to prevent any agrees and 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 such Issuing Bank, the Applicable 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, cash collateralized or backstopped (or the Lenders shall be deemed Borrower has entered into separate undertakings to have authorized (but may not requiredeliver cash collateral or a backstop letter of credit) such in a manner acceptable to the applicable Issuing Bank) unless the applicable Issuing Bank to permit notifies the renewal of beneficiary thereof within the time period specified in such Letter of Credit or, if no such time period is specified, at any time least 30 days prior to an expiry date the then-applicable expiration date, that such Letter of Credit will not later than such Maturity Datebe renewed.

Appears in 4 contracts

Sources: Credit Agreement (Virtus Investment Partners, Inc.), 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 date specified therein; provided that no Issuing Bank shall be required to issue, amend, extend or renew any Letter of Credit if the expiration date of such Letter of Credit extends beyond the date that is five Business Days prior to any Latest Maturity Date applicable to the 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) all RC Facility Lenders and such Issuing Bank have consented to such later maturity or (iii) the Borrower shall have caused such Letter of Credit to be (x) backstopped by a “back to back” letter of credit reasonably satisfactory to such 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 if the expiration date of such Letter of Credit extends beyond one year after the date of the issuance of such Letter of Credit (orissuance, in the case of any amendment, extension or renewal or extension thereof, one year after unless such renewal or extension) and (ii) the date that is five (5) Business Days prior to the Maturity Date with respect to the Revolving Commitments pursuant to which issued (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 Letters of Credit are not in excess of such commitments))Issuing Bank otherwise agrees; provided that any Letter of Credit may contain customary provide for the automatic renewal provisions agreed upon by the Applicable Borrower and the Issuing Bank pursuant to which the expiration date extension thereof for any number of such Letter of Credit (an “Auto Renewal Letter of Credit”) shall automatically be extended for consecutive additional periods each of up to twelve one or two years in duration (12) months (but not pursuant to a date later than the date set forth in clause (ii) above); 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 arrangements reasonably satisfactory 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 such relevant Issuing Bank, the Applicable 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) such Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than such Maturity Date).

Appears in 4 contracts

Sources: 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 (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 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 thirty (530) Business Days days prior to the Maturity Date with respect of the Revolving Facility (unless fully cash collateralized in a manner satisfactory to the Revolving Commitments pursuant Administrative Agent in compliance with the terms and conditions of Section 2.05(j) and such Issuing Bank not less than thirty (30) days prior to which issued (or if any Extended Revolving Commitments, Incremental Revolving Commitments or Other Refinancing Revolving Commitments are outstanding, the last then-current Maturity Date applicable thereto (so long as of the aggregate amount of such Letters of Credit are not in excess of such commitments)Revolving Facility); provided that any Letter of Credit with a one (1)-year term may contain customary provide for the automatic renewal provisions agreed upon by the Applicable Borrower and the Issuing Bank pursuant to thereof for additional one (1)-year periods (which the expiration date of such 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 in no event extend beyond the date set forth referred to in clause (ii) above); provided that any ) so long as such Auto Renewal Letter of Credit must permit the applicable permits such Issuing Bank to prevent any such renewal extension at least once in each twelve month (12)-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice of non-renewal to the beneficiary thereof not later than a day in each such twelve month period thirty (30) days prior to be agreed upon at the time then-applicable expiration date of such Letter of Credit is issued. Unless otherwise directed by such Issuing Bank, (the Applicable Borrower shall not be required to make a specific request to such Issuing Bank for any such renewal“Non-Extension Notice Date”). Once an Auto Renewal automatic renewal Letter of Credit has been issued, the other Revolving Lenders shall be deemed to have authorized (but may not require) such Issuing Bank that issued such Letter of Credit to permit the renewal 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 Maturity DateIssuing Bank 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

Sources: Revolving Credit and Term Loan Agreement (Four Corners Property Trust, Inc.), Revolving Credit and Term Loan Agreement (Four Corners Property Trust, Inc.), Revolving Credit and Term Loan Agreement (Four Corners Property Trust, Inc.)

Expiration Date. (A) Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) in the case of a Standby Letter of Credit, (x) the date which 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) and (iiy) the date that is five (5) Business Days prior to the Maturity Date with respect to the Revolving Commitments pursuant to which issued (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 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 Expiration Date and (ii) in the Applicable Borrower 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 extension thereof, 180 days after such extension) and (y) the Letter of Credit Expiration Date; provided, however, the Issuing Bank pursuant Bank, in its sole discretion, may agree to which the expiration date of extend such Letter of Credit beyond such date (the “LC Extension”) upon the Borrower either (i) Cash Collateralizing such Letter of Credit or (ii) backstopping such Letter of Credit, in each case unless the applicable Issuing Bank notifies the beneficiary thereof at least thirty (30) days (or such longer period as may be specified in such Letter of Credit) prior to the then applicable expiration date that such Letter of Credit will not be extended. (B) If the Borrower so request in any LC 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 Renewal Auto-Extension 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); provided that any such Auto Renewal Auto-Extension Letter of Credit must permit the applicable Issuing Bank to prevent any such renewal 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 in each such twelve 12 month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Issuing Bank in such Issuing BankAuto-Extension Letter of Credit, the Applicable Borrower shall not be required to make a specific request to such the Issuing Bank for any such renewalextension. Once an Auto Renewal Auto-Extension Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) such the Issuing Bank to permit the renewal extension 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 Maturity extension and (ii) the Letter of Credit Expiration Date, unless otherwise extended pursuant to the LC Extension; provided that the Issuing Bank shall not permit any such extension if (x) the 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 (by reason of the provisions of Section 2.01(f)(xiii) or otherwise), or (y) it has received notice on or before the day that is two (2) Business Days before the date which has been agreed upon pursuant to the proviso to the first sentence of this paragraph, (1) from the Revolving Agent that any Revolving Lender directly affected thereby has elected not to permit such extension or (2) from the Revolving Agent, any Lender or, if no Default or Event of Default has occurred and is continuing, the Borrower that one or more of the applicable conditions specified in Section 6.02 are not then satisfied.

Appears in 4 contracts

Sources: Credit and Guarantee Agreement (Infrastructure & Energy Alternatives, Inc.), Credit and Guarantee Agreement (Infrastructure & Energy Alternatives, Inc.), Credit and Guarantee Agreement (Infrastructure & Energy Alternatives, Inc.)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) 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 (ii) the date that is five (5) Business Days prior to the Revolving Maturity Date with respect to the Revolving Commitments pursuant to which issued (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 Letters of Credit are not in excess of such commitments))Date; provided that any Letter of Credit may contain customary automatic renewal provisions agreed upon by the Applicable Borrower and the applicable Issuing Bank pursuant to which the expiration date of such Letter of Credit (an “Auto Renewal Letter of Credit”) shall automatically be extended for consecutive periods a period of up to twelve (12) 12 months (but not to a date later than the date set forth in clause (ii) above); provided that any , subject to a right on the part of such Auto Renewal Letter of Credit must permit the applicable 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 least once in each twelve month period or prior to the close of business on the earlier of (commencing with A) the date one year after the date of the issuance of such Letter of CreditCredit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) by giving and (B) the date that is five Business Days prior notice to the beneficiary thereof not later than a day in each such twelve month period to be agreed upon at Subsequent Maturity Date. Notwithstanding the time such foregoing, any Letter of Credit is issued. Unless otherwise directed by such issued hereunder may, in the sole discretion of the applicable Issuing Bank, expire after the Applicable 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 not provide cash collateral in an amount equal to 102% (or such other percentage as may be required agreed with the applicable Issuing Bank) of the LC Exposure in respect of any such outstanding Letter of Credit to make a specific request the applicable Issuing Bank at least five Business Days prior to the 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 any such renewal. Once an Auto Renewal Letter the satisfaction of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such Issuing Bank to permit the renewal Borrower’s reimbursement obligations in respect of such Letter of Credit at any time until the expiration of such Letter of Credit. Any Letter of Credit issued with an expiration date beyond the fifth Business Day prior to an expiry date not later than such 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

Sources: Amendment Agreement (Momentive Global Inc.), Credit Agreement (SVMK Inc.), Refinancing Facility 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 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 Maturity Date with respect Date; provided, however, that a Letter of Credit may, upon the request of the Borrower that shall have requested such Letter of Credit (a “Requesting 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 Commitments pursuant Maturity Date) unless the applicable Issuing Bank notifies the beneficiary thereof at least 30 days prior to which issued (or if any Extended Revolving Commitments, Incremental Revolving Commitments or Other Refinancing Revolving Commitments are outstanding, the last Maturity Date then-applicable thereto (so long as the aggregate amount of expiration date that such Letters Letter of Credit are will not in excess of such commitments)); provided that be renewed. Notwithstanding the foregoing, any Letter of Credit may contain customary automatic renewal provisions agreed upon issued hereunder may, in the sole discretion of the applicable Issuing Bank, expire after the fifth Business Day prior to the Maturity Date but on or before the date that is 90 days after the Maturity Date, provided that each Borrower hereby agrees that the applicable Borrower shall provide cash collateral in an amount equal to 102% of the LC Exposure in respect of any such outstanding Letter of Credit to the applicable Issuing Bank at least 30 days prior to the Maturity Date, which such amount shall be (A) deposited by the Applicable applicable Borrower in an account with and in the name of such Issuing Bank pursuant to which and (B) held by such Issuing Bank for the expiration date satisfaction of such Borrower’s reimbursement obligations in respect of such 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 until the date set forth in clause (ii) above); 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 expiration 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 . Any Letter of Credit is issued. Unless otherwise directed by such Issuing Bankissued with an expiration date beyond the fifth Business Day prior to the Maturity Date shall, to the Applicable Borrower shall not extent of any undrawn amount remaining thereunder on the Maturity Date, cease to 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, Credit” outstanding under this Agreement for purposes of the Lenders shall be deemed Revolving Lenders’ obligations to have authorized (but may not require) such Issuing Bank to permit the renewal of such Letter participate in Letters of Credit at any time pursuant to an expiry date not later than such Maturity Dateclause (d) below.

Appears in 4 contracts

Sources: Revolving Credit Agreement (Freeport-McMoran Inc), Revolving Credit Agreement (Freeport-McMoran Inc), Revolving Credit Agreement (Freeport McMoran Copper & Gold Inc)

Expiration Date. Each (i) Subject to Section 2.05(c)(ii) below, 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 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 Multi-Year Facility Maturity Date with respect Date. (ii) If the Borrower so requests in any applicable letter of credit application, an Issuing Bank may, in its sole discretion, agree to the Revolving Commitments pursuant to which issued (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 Letters of Credit are not in excess of such commitments)); provided that any issue a Letter of Credit may contain customary that has automatic renewal extension provisions agreed upon by the Applicable Borrower and the Issuing Bank pursuant to which the expiration date of such Letter of Credit (each, an “Auto Renewal Auto-Extension 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); provided that any such Auto Renewal Auto-Extension Letter of Credit must permit the applicable Issuing Bank to prevent any such renewal extension at least once in each twelve 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 twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by such the Issuing Bank, the Applicable Borrower shall not be required to make a specific request to such the Issuing Bank for any such renewalextension. Once an Auto Renewal Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such the Issuing Bank to permit the renewal extension of such Letter of Credit at any time to an expiry date not later than such the date that is five (5) Business Days prior to the Multi-Year Facility Maturity Date; provided, however, that the Issuing Bank shall not permit any such extension if (A) the Issuing Bank has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) 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 (7) 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 the Issuing Bank not to permit such extension.

Appears in 4 contracts

Sources: Credit Agreement (National Fuel Gas Co), Credit Agreement (National Fuel Gas Co), Credit Agreement (National Fuel Gas Co)

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 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 (5) Business Days prior to the Maturity Date with respect to the Revolving Commitments pursuant to which issued (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 Letters Letter of Credit are not Expiration Date. If Borrower so requests in excess of such commitments)); provided that any Letter of Credit may contain customary Request, the Issuing Bank shall issue a Letter of Credit that has automatic renewal provisions agreed upon by the Applicable Borrower and the Issuing Bank pursuant to which the expiration date of such Letter of Credit (each, an “Auto 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); provided that any such Auto Auto-Renewal Letter of Credit must permit the applicable Issuing Bank to prevent any such renewal at least once in each twelve 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 twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by such the Issuing Bank, the Applicable Borrower shall not be required to make a specific request to such the Issuing Bank for any such renewal. Once an Auto Auto-Renewal Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) such 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 Maturity renewal and (ii) the Letter of Credit Expiration Date; provided that the Issuing Bank shall not permit any such renewal if 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 2.18(l) or otherwise).

Appears in 4 contracts

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

Expiration Date. (a) Each Standby Letter of Credit shall will expire at or prior to the close of business on the earlier of (i) the date 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 extension of the expiration date thereof (whether automatic or extension thereofby amendment), 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 (5) Business Days prior to the Maturity Date with respect to the Revolving Commitments pursuant to which issued (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 Letters of Credit are not in excess of such commitments))Date; provided that any Standby Letter of Credit with a one-year tenor may contain customary provide for the automatic renewal provisions agreed upon by extension thereof for additional one-year periods (which will in no event extend beyond the Applicable Borrower and date referred to in the Issuing Bank pursuant to which the expiration date of preceding clause (ii)) so long as such Standby 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 permits the date set forth in clause (ii) above); provided that any such Auto Renewal Letter of Credit must permit the applicable Issuing Bank to prevent any such renewal extension at least once in each twelve 12-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 within a day in each time period during such twelve 12-month period to be agreed upon at the time such Standby Letter of Credit is issued. Unless otherwise directed by ; provided, further, that if the Issuing Bank and the Administrative Agent each consent in their sole discretion, the expiration date of any Standby Letter of Credit may extend beyond the date referred to in clause (ii) above if cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the relevant Issuing Bank; and, provided, further, that (A) if any such Standby Letter of Credit is issued after the date that is 30 days prior to the Maturity Date, the Borrower will, upon the request of the applicable Issuing Bank, provide cash collateral pursuant to documentation reasonably satisfactory to the Applicable Borrower shall not be required to make a specific request to such Administrative Agent and the relevant Issuing Bank for any in an amount equal to 103% of the face amount of each such renewal. Once an Auto Renewal Standby Letter of Credit has been issued, on or prior to such date of issuance (or such later date as the Lenders shall be deemed to have authorized (but may not require) such Administrative Agent and the Issuing Bank to permit the renewal of such may agree) and (B) each Revolving Lender’s participation in any undrawn Letter of Credit at any time to an expiry date not later than such that is outstanding on the Maturity Date will terminate on the Maturity Date. (b) Each Trade Letter of Credit will expire on the earlier of (A) 180 days after such Trade Letter of Credit’s date of issuance or (B) the date that is five Business Days prior to the Maturity Date.

Appears in 4 contracts

Sources: Revolving Credit Agreement (Amneal Pharmaceuticals, Inc.), Revolving Credit Agreement (Amneal Pharmaceuticals, Inc.), Revolving Credit Agreement (Amneal Pharmaceuticals, Inc.)

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 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 the 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 (5) Business Days prior to the Revolving Maturity Date. Notwithstanding the foregoing, a Letter of Credit may have an expiration date that is not more than twelve (12) months after the Revolving Maturity Date so long as (x) the applicable Revolving Borrower shall provide cash collateral to the Administrative Agent pursuant to and in accordance with Section 2.06(j) on or prior to forty-five (45) days before the Revolving Maturity Date in an amount equal to 102% of the LC Exposure with respect to all such Letters of Credit with expiry dates after the Revolving Commitments pursuant to which issued Maturity Date, (or if any Extended y) the obligations of the applicable Revolving Commitments, Incremental Revolving Commitments or Other Refinancing Revolving Commitments are outstanding, the last Maturity Date applicable thereto (so long as the aggregate amount Borrower under this Section 2.06 in respect of such Letters of Credit are not shall survive the Revolving Maturity Date and shall remain in excess of effect until no such commitments)); provided that any Letter Letters of Credit may contain customary automatic renewal provisions agreed upon remain outstanding and (z) each Lender shall remain obligated hereunder, to the extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be returned to the applicable Revolving Borrower by the Applicable Borrower and Administrative Agent after the Issuing Bank pursuant to which the expiration date of Revolving Maturity Date until no such Letter Letters 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); 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 such Issuing Bank, the Applicable 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) such Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than such Maturity Dateremain outstanding.

Appears in 4 contracts

Sources: Revolving Credit Agreement (Cooper Companies, Inc.), Revolving Credit and Term Loan Agreement, Revolving Credit and Term Loan Agreement (Cooper Companies, Inc.)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) 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 (ii) the date that is five (5) Business Days prior to the Revolving Credit Maturity Date with respect Date, unless such Letter of Credit expires by its terms on an earlier date; provided, however, that a Letter of Credit may, upon the request of the U.S. Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of 12 months or less (but not beyond the date that is five Business Days prior to the Revolving Commitments pursuant to which issued Credit Maturity Date) unless the Issuing Bank notifies the beneficiary thereof at least 30 days (or if any Extended Revolving Commitments, Incremental Revolving Commitments or Other Refinancing Revolving Commitments are outstanding, such longer period as may be specified in such Letter of Credit) prior to the last Maturity Date then-applicable thereto (so long as the aggregate amount of expiration date that such Letters Letter of Credit are will not in excess of such commitments))be renewed; provided provided, further, that any such Letter of Credit may contain customary automatic renewal provisions agreed upon by expire after the Applicable Borrower and Revolving Credit Maturity Date so long as it is a condition to the Issuing Bank pursuant to which the expiration date issuance of such 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 that the date set forth in clause (ii) above); provided that any such Auto Renewal Letter of Credit must permit the applicable Issuing Bank to prevent any such renewal U.S. Borrower, at least once in each twelve month period (commencing with the date of issuance of such Letter of Credit) by giving 10 days prior notice to the beneficiary thereof not later than a day in each such twelve month period to be agreed upon at the time Revolving Credit Maturity Date, collateralizes (by means of cash or letters of credit) such Letter of Credit is issued. Unless otherwise directed by such Issuing Bank, on terms reasonably acceptable to the Applicable Borrower shall not be required to make a specific request to such Issuing Bank for any and, in such renewal. Once an Auto Renewal Letter of Credit has been issuedevent, acceptance by the Lenders shall be deemed to have authorized (but may not require) such Issuing Bank to permit the renewal of collateral in respect of such Letter of Credit at any time will relieve each Revolving Credit Lender of its obligation to an expiry date not later than participate in such Maturity DateLetter of Credit after the termination of the Revolving Credit Commitments in accordance with this Agreement.

Appears in 4 contracts

Sources: Incremental Assumption Agreement and Third Amendment to Third Amended and Restated Credit Agreement (Lindblad Expeditions Holdings, Inc.), Credit Agreement (Lindblad Expeditions Holdings, Inc.), Credit Agreement (Lindblad Expeditions Holdings, Inc.)

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 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 with respect to the Revolving Commitments pursuant to which issued (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 Letters of Credit are not in excess of such commitments))Date; provided that any Letter of Credit with a one-year term may contain customary provide for the automatic renewal provisions agreed upon by the Applicable Borrower and the Issuing Bank pursuant to thereof for additional one-year periods (which the expiration date of such 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 in no event extend beyond the date set forth referred to in clause (ii) above); provided that any ) so long as such Auto Renewal Letter of Credit must permit permits the applicable Issuing Bank to prevent any such renewal extension at least once in each twelve 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 twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by such Issuing Bank, the Applicable Borrower shall not be required to make a specific request to such Issuing Bank for any such renewal. Once an Auto Renewal automatic renewal Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) such the Issuing Bank to permit the renewal 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 have an expiration date that is not more than twelve (12) months after the Revolving Maturity Date so long as (x) the Borrower shall provide cash collateral to the Administrative Agent pursuant to and in accordance with Section 2.06(j) on or prior to sixty (60) days before the Revolving Maturity Date in an amount equal to 102% of the LC Exposure with respect to all such Letters of Credit with expiry dates after the Revolving Maturity Date, (y) the obligations of the Borrower under this Section 2.06 in respect of such Letters of Credit shall 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, to the extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be returned to the Borrower by the Administrative Agent after the Revolving Maturity Date until no such Letters of Credit remain outstanding.

Appears in 4 contracts

Sources: Revolving Credit and Term Loan Agreement (Xenia Hotels & Resorts, Inc.), Revolving Credit and Term Loan 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 (or fifteen (15) months if the beneficiary of such Letter of Credit is the Texas Railroad Commission) after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year (or fifteen (15) months if the beneficiary of such Letter of Credit is the Texas Railroad Commission) after such renewal or extension) and (ii) the date that is five (5) Business Days prior to the Maturity Date with respect to Date. If the Revolving Commitments Borrower so requests in any applicable notice given pursuant to which issued (or if any Extended Revolving CommitmentsSection 2.08(b) and an Issuing Bank agrees to do so, Incremental Revolving Commitments or Other Refinancing Revolving Commitments are outstanding, the last Maturity Date applicable thereto (so long as the aggregate amount of such Letters Issuing Bank may issue a Letter of Credit are not in excess of such commitments))that has automatic renewal provisions; provided provided, however, that any Letter of Credit may contain customary that has automatic renewal provisions agreed upon by the Applicable Borrower and the Issuing Bank pursuant to which the expiration date of such 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); provided that any such Auto Renewal Letter of Credit must permit the applicable such Issuing Bank to prevent any such renewal at least once in each twelve twelve-month period (or fifteen (15) month period if the beneficiary of such Letter of Credit is the Texas Railroad Commission) (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 twelve-month (or fifteen 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 Applicable Borrower shall not be required to make a specific request to such Issuing Bank for issued and any such renewal. Once an Auto Renewal Letter of Credit may not have an expiration date later than the date that is five (5) Business Days prior to the Maturity Date (except to the extent cash collateralized or backstopped on or prior to the Maturity Date pursuant to arrangements reasonably acceptable to the applicable Issuing Bank). Once any such Letter of Credit that has automatic renewal provisions has been issued, the Lenders shall be deemed to have authorized (but may not require) such Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than such thirty (30) days prior to the Maturity Date; provided, further, that (i) such Issuing Bank shall not be obligated to permit any such renewal if 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, or (ii) such Issuing Bank shall not permit any such renewal if it has received notice (on or before the day that is two (2) Business Days before the date that such Issuing Bank is permitted to send a notice of non-renewal 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.

Appears in 4 contracts

Sources: Credit Agreement (BKV Corp), Credit Agreement (Prairie Operating Co.), Credit Agreement (Prairie Operating Co.)

Expiration Date. (i) Each Letter of Credit shall expire at or prior to on the close of business on Business Day that is the earlier of (ix) the date specified in the applicable LC Request (which shall not be more than one (1) year after the date of the issuance of such Standby Letter of Credit (or, in the case of any renewal or extension thereof, one (1) year after such renewal or extension)) and (iiy) the date that is five (5) Business Days prior to the Maturity Date with respect to the Revolving Commitments pursuant to which issued (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 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 Borrower and Expiration Date; provided, however, the Issuing Bank pursuant Bank, in its sole discretion, may agree to which the expiration date of extend such Letter of Credit beyond such date (the “LC Extension”) upon the Borrower either (i) providing the Issuing Bank funds equal to 103% of the LC Exposure with respect to such Letter of Credit for deposit in a cash collateral account which cash collateral account will be held by the Issuing Bank as a pledged cash collateral account and applied to reimbursement of all drafts submitted under such outstanding Letter of Credit or (ii) delivering to the Issuing Bank one or more letters of credit for the benefit of the Issuing Bank, issued by a bank reasonably acceptable to the Issuing Bank in its sole discretion, each in form and substance reasonably acceptable to the Issuing Bank in its sole discretion. (ii) If the Borrower so requests in any LC Request for a Standby Letter of Credit, the Issuing Bank may, in its sole and absolute discretion, agree to issue a Standby Letter of Credit that has automatic renewal provisions (each, an “Auto Renewal 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); provided that any such Auto Renewal Auto‑Renewal Letter of Credit must permit the applicable Issuing Bank to prevent any such renewal 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 in each such twelve (12) month period to be agreed upon at the time such Standby Letter of Credit is issued. Unless otherwise directed by such the Issuing Bank, the Applicable Borrower shall not be required to make a specific request to such the Issuing Bank for any such renewal. Once an Auto Renewal Auto‑Renewal Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) such the Issuing Bank to permit the renewal of such Standby Letter of Credit at any time to an expiry date not later than the earlier of (i) one (1) year from the date of such Maturity renewal and (ii) the Letter of Credit Expiration Date, unless otherwise extended pursuant to the LC Extension; provided that the Issuing Bank 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 Standby Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Section 2.02(m) or otherwise), or (y) it has received notice on or before the day that is two (2) Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this paragraph from the Revolving Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 4.03 are not then satisfied.

Appears in 3 contracts

Sources: Credit Agreement (Loar Holdings Inc.), Credit Agreement (Loar Holdings Inc.), Credit Agreement (Loar 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 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 Maturity Date with respect to Date. Notwithstanding the Revolving Commitments pursuant to which issued (or if any Extended Revolving Commitmentsforegoing, Incremental Revolving Commitments or Other Refinancing Revolving Commitments are outstanding, the last Maturity Date applicable thereto (so long as the aggregate amount of such Letters of Credit are not in excess of such commitments)); provided that any Letter of Credit may contain issued hereunder may, in the sole discretion of the applicable Issuing Bank, expire after the fifth Business Day prior to the Maturity Date 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 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 automatic renewal provisions agreed upon 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 Applicable Borrower in an account with and in the name of such Issuing Bank pursuant to which and (ii) held by such Issuing Bank for the expiration date satisfaction of the Borrower’s reimbursement obligations in respect of such 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 until the date set forth in clause (ii) above); 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 expiration 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 . Any Letter of Credit is issuedissued 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 a “Letter of Credit” outstanding under this Agreement for purposes of the Lenders’ obligations to participate in Letters of Credit pursuant to clause (d) below. Unless otherwise directed by For the avoidance of doubt, if the Maturity Date shall be extended pursuant to Section 2.21, “Maturity Date” as referenced in this sentence shall refer to the 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 Maturity Date and the LC Availability Period, as such 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, the Applicable 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) such Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than such Maturity Date.

Appears in 3 contracts

Sources: Credit Agreement (NEWMONT Corp /DE/), Credit Agreement (NEWMONT Corp /DE/), Credit Agreement (Newmont Mining 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 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 with respect to the Revolving Commitments pursuant to which issued (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 Letters of Credit are not in excess of such commitments))Date; provided that any Letter of Credit may contain customary automatic renewal provisions agreed upon by the Applicable Borrower and the applicable Issuing Bank pursuant to which the expiration date of such Letter of Credit (an “Auto Renewal Letter of Credit”) shall automatically be extended for consecutive periods a period of up to twelve (12) 12 months (but not to a date later than the date set forth in clause (ii) above); provided that any , subject to a right on the part of such Auto Renewal Letter of Credit must permit the applicable 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 $20,000,000 and the aggregate amount of such Extended Revolving Commitments, the Borrower may request the issuance of a Letter of Credit that shall expire at least once in each twelve month period or prior to the close of business on the earlier of (commencing with A) the date one year after the date of the issuance of such Letter of CreditCredit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) by giving and (B) the date that is five Business Days 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 such Issuing Bank, the Applicable 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) such Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than such Subsequent Maturity Date.

Appears in 3 contracts

Sources: First Amendment (Costar Group, Inc.), Credit Agreement (Costar Group, Inc.), Credit Agreement (Costar Group 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 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 (5) Business Days prior to the Revolving Maturity Date. Notwithstanding the foregoing, a Letter of 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 provide cash collateral to the Administrative Agent pursuant to and in accordance with Section 2.06(j) on or prior to forty-five (45) days before the then-current Revolving Maturity Date in an amount equal to 102% of the LC Exposure with respect to all such Letters of Credit with expiry dates after the Revolving Commitments pursuant to which issued Maturity Date, (or if any Extended Revolving Commitments, Incremental Revolving Commitments or Other Refinancing Revolving Commitments are outstanding, y) the last Maturity Date applicable thereto (so long as obligations of the aggregate amount Borrower under this Section 2.06 in respect of such Letters of Credit are not shall survive the Revolving Maturity Date and shall remain in excess of effect until no such commitments)); provided that any Letter Letters of Credit may contain customary automatic renewal provisions agreed upon remain outstanding and (z) each Lender shall remain obligated hereunder, to the extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be returned to the Borrower by the Applicable Borrower and Administrative Agent after the Issuing Bank pursuant to which the expiration date of Revolving Maturity Date until no such Letter Letters 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); 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 such Issuing Bank, the Applicable 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) such Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than such Maturity Dateremain outstanding.

Appears in 3 contracts

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

Expiration Date. Each No Letter of Credit shall expire at 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 the close any date for notice of business on the earlier of (i) the date one year after the date of the issuance of renewal set forth in such Letter of Credit (or, but in the case of any renewal or extension thereof, one year after such renewal or extension) and event at least two (ii) the date that is five (52) Business Days prior to the Maturity Date 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 respect a copy to the Revolving Commitments pursuant Agent) on or prior to which issued (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 date for notice of termination set forth in such Letters Letter of Credit are (but in any event at least thirty (30) Business Days prior to the date of automatic renewal) of its election not in excess to renew such standby Letter of such commitments)Credit (a “Notice of Termination”); provided that any the terms of each standby Letter of Credit may contain customary automatic renewal provisions agreed upon 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 Applicable Borrower and Representative or a Notice of Termination is given by the Issuing Bank pursuant to which the expiration date of immediately preceding sentence, such standby 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 expire on the date set forth in clause (ii) above)on which it otherwise would have been automatically renewed; provided however that any such Auto Renewal Letter even in the absence of Credit must permit receipt of a Notice of Renewal, the applicable Issuing Bank to prevent any such renewal at least once may, in each twelve month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice its discretion unless instructed to the beneficiary thereof not later than contrary by the Agent or the Borrower Representative, deem that a day Notice of Renewal had been timely delivered and, in each such twelve month period to be agreed upon at the time such Letter case, a Notice of Credit is issued. Unless otherwise directed by such Issuing Bank, the Applicable 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) such Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than such Maturity Datebeen so delivered for all purposes under this Agreement.

Appears in 3 contracts

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

Expiration Date. (i) Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) in the case of a Standby Letter of Credit, (x) the date which 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) and (y) the Letter of Credit Expiration Date and (ii) in the case of a Commercial Letter of Credit, (x) the date that is five (5) Business Days prior to 270 days after the Maturity Date with respect to the Revolving Commitments pursuant to which issued (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 date of issuance of such Letters Commercial Letter of Credit are not (or, in excess the case of any renewal or extension thereof, 270 days after such commitments)); provided that renewal or extension) and (y) the Letter of Credit Expiration Date. (ii) If Borrower so requests in any Letter of Credit may contain customary Request, the Issuing Bank may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions agreed upon by the Applicable Borrower and the Issuing Bank pursuant to which the expiration date of such Letter of Credit (each, 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"AUTO-RENEWAL LETTER OF CREDIT"); provided that any such Auto Auto-Renewal Letter of Credit must permit the applicable Issuing Bank to prevent any such renewal at least once in each twelve 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 twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by such the Issuing Bank, the Applicable Borrower shall not be required to make a specific request to such the Issuing Bank for any such renewal. Once an Auto Auto-Renewal Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) such 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 Maturity renewal and (ii) the Letter of Credit Expiration Date; provided that the Issuing Bank 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 in its renewed form under the terms hereof (by reason of the provisions of Section 2.18(f) or otherwise), 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, (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 4.02 are not then satisfied.

Appears in 3 contracts

Sources: Credit Agreement (Regency Energy Partners LP), Credit Agreement (Regency Energy Partners LP), Credit Agreement (Regency Energy Partners LP)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise mutually agreed upon by the Borrower and the applicable Issuing Bank) 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 mutually agreed upon by the Borrower and the applicable Issuing Bank) after such renewal or extension) and (ii) the date that is five (5) Business Days prior to the applicable Revolving Maturity Date with respect to the Revolving Commitments pursuant to which issued (or if any Extended Revolving CommitmentsDate; provided, Incremental Revolving Commitments or Other Refinancing Revolving Commitments are outstanding, the last Maturity Date applicable thereto (so long as the aggregate amount of such Letters of Credit are not in excess of such commitments)); provided that any Letter of Credit may contain customary provide for automatic renewal provisions agreed upon by or extension thereof for an additional period of up to twelve (12) months (which, in no event, shall extend beyond the Applicable Borrower and date referred to in subclause (ii) of this clause (c), except to the Issuing Bank extent Cash Collateralized or backstopped pursuant to which an arrangement reasonably acceptable to the expiration date of relevant Issuing Bank) so long as such Letter of Credit (any such 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 permits the date set forth in clause (ii) above); provided that any such Auto Renewal Letter of Credit must permit the applicable Issuing Bank to prevent any such renewal extension at least once in each twelve month (12)-month period (commencing with the date of issuance of such Auto Renewal Letter of Credit) by giving prior notice to the beneficiary thereof not later than within a day in each time period during such twelve month (12)-month period to be agreed upon at the time such Auto Renewal Letter of Credit is issued; provided, further, that if the Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in subclause (ii) above but the participations of the Lenders with Revolving Commitments of the applicable Class shall terminate on the applicable Revolving Maturity Date. If any such Letter of Credit is outstanding or is issued under the Revolving Commitments of any Class after the date that is five (5) Business Days prior to the Revolving Maturity Date for such Class the Borrower shall immediately provide Cash Collateral pursuant to documentation reasonably satisfactory to the Collateral Agent and the relevant Issuing Bank in an amount equal to the face amount of each such Letter of Credit. Unless otherwise directed by such the applicable Issuing Bank, the Applicable 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) such the applicable Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than such Revolving Maturity DateDate (except as otherwise provided in the second proviso to this clause (c)).

Appears in 3 contracts

Sources: Credit Agreement (Enhabit, Inc.), Credit Agreement (Enhabit, Inc.), Credit Agreement (Encompass Health Corp)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) 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 (ii) 365 days (such 365th day, the date that is five (5“LC Outside Date”) Business Days prior to after the Maturity Date with respect to the Revolving Commitments pursuant to which issued (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 Letters of Credit are not in excess of such commitments))Date; provided that any Letter of Credit with a one-year term may contain customary automatic provide for the renewal provisions agreed upon by the Applicable Borrower and the Issuing Bank pursuant to thereof for additional one-year periods (which the expiration date of such 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 in no event extend beyond the date set forth referred to in clause (ii) above); provided that any such Auto Renewal . Notwithstanding the foregoing, if the date of the required notification of intent to or not to renew or extend a Letter of Credit must permit for an additional year (the applicable Issuing Bank “LC Notification Date”) occurs prior to prevent any such renewal at least once in each twelve month period (commencing with the date of issuance of Maturity Date, but such Letter of Credit) by giving prior notice to , if extended or renewed for an additional year, would expire after the beneficiary thereof not later than a day LC Outside Date, such notification may be given (in each such twelve month period to be agreed upon at the time such case of any Letter of Credit is issued. Unless otherwise directed by such Issuing Bank, that requires affirmative notification of intent to extend or renew) or withheld (in the Applicable Borrower shall not be required to make a specific request to such Issuing Bank for case of any such renewal. Once an Auto Renewal Letter of Credit has been issuedthat requires notification of intent not to extend or renew), and the Lenders shall be deemed to have authorized (but may not require) such Issuing Bank to permit the renewal maturity of such Letter of Credit at any time may extend for a period of up to one year following the date of such renewal or extension, provided that (A) on or prior to the LC Notification Date, the Borrower shall deposit cash in the Letter of Credit Account in an expiry date not amount equal to 105% of such Letter of Credit as collateral security for the Borrower’s reimbursement obligations in connection therewith, such cash to be remitted to the Borrower upon and to the extent of the expiration, cancellation or other termination or satisfaction of such reimbursement obligations and (B) if requested by the Issuing Lender, the Borrower shall promptly (but in no event later than such the Maturity Date) execute and deliver a letter of credit reimbursement agreement in form and substance satisfactory to the Issuing Lender in connection with such renewal or extension.

Appears in 3 contracts

Sources: Revolving Credit, Term Loan and Guaranty Agreement, Revolving Credit, Term Loan and Guaranty Agreement (Delphi Corp), Revolving Credit, Term Loan and Guaranty Agreement (Delphi Corp)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) 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 (ii) the date that is five (5) Business Days prior to the Revolving Maturity Date with respect to the Revolving Commitments pursuant to which issued (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 Letters of Credit are not in excess of such commitments))Date; provided that any Letter of Credit may contain customary automatic renewal provisions agreed upon by the Applicable Borrower and the applicable Issuing Bank pursuant to which the expiration date of such Letter of Credit (an “Auto Renewal Letter of Credit”) shall automatically be extended for consecutive periods a period of up to twelve (12) 12 months (but not to a date later than the date set forth in clause (ii) above); provided that any , subject to a right on the part of such Auto Renewal Letter of Credit must permit the applicable 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 $10,000,000 and the aggregate amount of such Extended Revolving Commitments, the Borrower may request the issuance of a Letter of Credit that shall expire at least once in each twelve month period or prior to the close of business on the earlier of (commencing with A) the date one year after the date of the issuance of such Letter of CreditCredit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) by giving and (B) the date that is five Business Days 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 such Issuing Bank, the Applicable 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) such Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than such Subsequent Maturity Date.

Appears in 3 contracts

Sources: Credit Agreement (Costar Group Inc), Credit Agreement (Costar Group Inc), Credit Agreement (Costar 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 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; provided any Letter of Credit may expire after such date with the consent of the applicable Issuing Bank and if such Letter of Credit is cash collateralized or backstopped from and after such date in a manner reasonably agreed to by the applicable Issuing Bank and the Administrative Agent (it being understood that each Lender’s participation obligations with respect to any Letter of Credit shall terminate upon the latest Revolving Commitments pursuant to which issued (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 to such Letters of Credit are not in excess of Lender unless otherwise consented to by such commitments)Lender); provided that any Letter of Credit may contain customary automatic renewal provisions agreed upon by the Applicable applicable Borrower and the applicable Issuing Bank pursuant to which the expiration date of such Letter of Credit (an “Auto Renewal Letter of Credit”) shall automatically be extended for consecutive periods a period of up to twelve (12) 12 months (but not to a date later than the date set forth in clause (ii) above); provided that any , subject to a right on the part of such Auto Renewal Letter of Credit must permit the applicable 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 least once in each twelve month period or prior to the close of business on the earlier of (commencing with A) the date one year after the date of the issuance of such Letter of CreditCredit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) by giving and (B) the date that is five Business Days 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 such Issuing Bank, the Applicable 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) such Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than such Subsequent Maturity Date.

Appears in 3 contracts

Sources: Incremental Facility 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 with respect to Date. If the Revolving Commitments pursuant to which issued (or if Borrower so requests in 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 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 application, the Applicable Borrower and the applicable Issuing Bank pursuant may, in its sole discretion, agree to which the expiration date issue a Letter of Credit that has automatic extension provisions, 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) (each, an “Auto Renewal Auto-Extension 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); provided that any such Auto Renewal Auto-Extension Letter of Credit must permit the applicable such Issuing Bank to prevent any such renewal extension at least once in each twelve 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 twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by such the applicable Issuing Bank, the Applicable Borrower shall not be required to make a specific request to such Issuing Bank for any such renewalextension. Once an Auto Renewal Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such the applicable Issuing Bank to permit the renewal extension of such Letter of Credit at any time to an expiry date not later than such 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 permitted, 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

Sources: 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, 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 (5) the fifth Business Days Day prior to the Initial Revolving Maturity Date with respect Date; provided that if such expiry date is not a Business Day, such Letter of Credit shall expire at or prior to the Revolving Commitments pursuant to which issued (or if any Extended Revolving Commitments, Incremental Revolving Commitments or Other Refinancing Revolving Commitments are outstanding, close of business on the last Maturity Date applicable thereto (so long as the aggregate amount of such Letters of Credit are not in excess of such commitments))next succeeding Business Day; provided further that any Letter of Credit may contain customary automatic renewal provisions agreed may, upon by the Applicable Borrower and the Issuing Bank pursuant to which the expiration date request of any Co-Borrower, include a provision whereby such Letter of Credit (an “Auto Renewal Letter of Credit”) shall be renewed or extended automatically be extended for additional consecutive periods of up to twelve (12) months one year or less (but not to a date later than beyond the date set forth in clause (iithat is the fifth Business Day prior to the Initial Revolving Maturity Date) above); provided that any such Auto Renewal Letter of Credit must permit unless the applicable Issuing Bank to prevent any such renewal at least once notifies the beneficiary thereof within the time period specified in each twelve month period (commencing with the date of issuance of such Letter of Credit) by giving Credit or, if no such time period is specified, at least 30 days prior notice to the beneficiary thereof then-applicable expiration date, that such Letter of Credit will not later than be renewed or extended; provided further that a day in each Letter of Credit shall not be required to expire on such twelve month period fifth Business Day prior to be agreed upon at the time Initial Revolving Maturity Date if such Letter of Credit is issued. Unless cash collateralized or backstopped in an amount, by an institution and otherwise directed by such pursuant to arrangements, in each case reasonably acceptable to the applicable Issuing Bank. For the avoidance of doubt, if the Applicable Borrower shall not be required Initial Revolving Maturity Date occurs prior to make a specific request to such Issuing Bank for the expiration of any such renewal. Once an Auto Renewal Letter of Credit has been issuedas a result of the last proviso in the foregoing sentence, then upon the Lenders shall be deemed taking of actions described in such proviso with respect to have authorized (but may not require) such Issuing Bank to permit the renewal Letter of Credit, all participations in such Letter of Credit at any time to an expiry date not later than such under the terminated Initial Revolving Commitments shall automatically terminate on the Initial Revolving Maturity Date.

Appears in 3 contracts

Sources: Second Amendment (Graftech International LTD), Credit Agreement (Graftech International LTD), Credit Agreement (Graftech International LTD)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) 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 (ii) except as set forth below with respect to Collateralized Letters of Credit, the date that is five (5) Business Days prior to the Revolving Maturity Date with respect to (the Revolving Commitments pursuant to which issued (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 Letters of Credit are not in excess of such commitments)“LC Expiration Date”); provided that at the request of the Borrower any Letter of Credit may contain customary automatic renewal “evergreen” provisions agreed upon by the Applicable Borrower and the Issuing Bank pursuant to which the expiration date of such Letter of Credit will be renewed for successive one-year periods (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 but, in no event, beyond the date set forth in LC Expiration Date). Notwithstanding clause (ii) above); provided that of the preceding sentence, (A) any such Auto Renewal Collateralized Letter of Credit must permit 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 an “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 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 terminate such Letter of Credit is issued. Unless otherwise directed by such Issuing Bank, the Applicable Borrower shall not be required prior to make a specific request its automatic renewal pursuant 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) such Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than such Maturity Date“evergreen” provision.

Appears in 3 contracts

Sources: Credit Agreement (Broadridge Financial Solutions, Inc.), Credit Agreement (Broadridge Financial Solutions, Inc.), Credit Agreement (Broadridge Financial 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 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 (5) Business Days prior to the Maturity Date with respect applicable to Revolving Borrowings (the Revolving Commitments pursuant to which issued (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 Letters of Credit are not in excess of such commitments)“LC Expiration Date”); provided that at the request of the applicable Borrower, any Letter of Credit may contain customary provide for automatic renewal provisions agreed upon by the Applicable Borrower and the Issuing Bank pursuant to which the expiration date of such Letter of Credit (an “Auto Renewal Letter of Credit”) shall automatically be extended renewals for consecutive additional periods of up to twelve (12) months (but not one year subject to a date later than right on the date set forth in clause (ii) above); provided that any such Auto Renewal Letter part of Credit must permit the applicable Issuing Bank to prevent any such renewal at least once from occurring by giving notice to the beneficiary during a specified period in each twelve month advance of any such renewal, and the failure of such Issuing Bank to give such notice by the end of such period (commencing with the date of issuance 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) by giving prior notice 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 beneficiary thereof not later than a day in each such twelve month period to be agreed upon at the time LC Expiration Date if such Letter of Credit is issued. Unless otherwise directed by such Issuing Bank, the Applicable Borrower shall not be required to make becomes a specific request to such Issuing Bank for any such renewal. Once an Auto Renewal Collateralized Letter of Credit has been issued, at least 15 Business Days prior to the Lenders shall be deemed to have authorized (but may not require) such latest date upon which the applicable Issuing Bank would be entitled to permit the renewal of terminate such Letter of Credit at any time prior to an expiry date not later than its automatic renewal pursuant to such Maturity Date“evergreen” provision.

Appears in 3 contracts

Sources: 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 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 (5) Business Days prior to the Maturity Date with respect to (the Revolving Commitments pursuant to which issued (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 Letters of Credit are not in excess of such commitments)“LC Expiration Date”); provided that at the request of the Borrower, any Letter of Credit may contain customary provide for automatic renewal provisions agreed upon by the Applicable Borrower and the Issuing Bank pursuant to which the expiration date of such Letter of Credit (an “Auto Renewal Letter of Credit”) shall automatically be extended renewals for consecutive additional periods of up to twelve (12) months (but not one year subject to a date later than right on the date set forth in clause (ii) above); provided that any such Auto Renewal Letter part of Credit must permit the applicable Issuing Bank to prevent any such renewal at least once from occurring by giving notice to the beneficiary during a specified period in each twelve month advance of any such renewal, and the failure of such Issuing Bank to give such notice by the end of such period (commencing with the date of issuance 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) by giving prior notice 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 beneficiary thereof not later than a day in each such twelve month period to be agreed upon at the time LC Expiration Date if such Letter of Credit is issued. Unless otherwise directed by such Issuing Bank, the Applicable Borrower shall not be required to make becomes a specific request to such Issuing Bank for any such renewal. Once an Auto Renewal Collateralized Letter of Credit has been issued, at least 15 Business Days prior to the Lenders shall be deemed to have authorized (but may not require) such latest date upon which the applicable Issuing Bank would be entitled to permit the renewal of terminate such Letter of Credit at any time prior to an expiry date not later than its automatic renewal pursuant to such Maturity Date“evergreen” provision.

Appears in 3 contracts

Sources: Credit Agreement (Keysight Technologies, Inc.), Credit Agreement (Keysight Technologies, Inc.), Credit Agreement (Agilent Technologies Inc)

Expiration Date. (i) Each Letter of Credit shall expire at or prior to the close of business on the earlier of (iA) in the case of a Standby Letter of Credit, (x) the date which 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) and (iiy) the Letter of Credit Expiration Date and (B) in the case of a Commercial Letter of Credit, (x) the date that is five (5) Business Days prior to 270 days after the Maturity Date with respect to the Revolving Commitments pursuant to which issued (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 date of issuance of such Letters Commercial Letter of Credit are not (or, in excess the case of any renewal or extension thereof, 270 days after such commitments)); provided that renewal or extension) and (y) the Letter of Credit Expiration Date. (ii) If Borrower so requests in any Letter of Credit may contain customary Request, the Issuing Bank may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions agreed upon by the Applicable Borrower and the Issuing Bank pursuant to which the expiration date of such Letter of Credit (each, an “Auto 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); provided that any such Auto Auto-Renewal Letter of Credit must permit the applicable Issuing Bank to prevent any such renewal at least once in each twelve 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 twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by such the Issuing Bank, the Applicable Borrower shall not be required to make a specific request to such the Issuing Bank for any such renewal. Once an Auto Auto-Renewal Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) such 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 Maturity renewal and (ii) the Letter of Credit Expiration Date; provided that the Issuing Bank 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 in its renewed form under the terms hereof (by reason of the provisions of Section 2.18(f) or otherwise), 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, (A) from the Administrative Agent that any Revolving Lender directly affected thereby has elected not to permit such renewal or (B) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 4.02 are not then satisfied.

Appears in 3 contracts

Sources: Credit Agreement (Regency Energy Partners LP), Credit Agreement (Regency Energy Partners LP), Credit Agreement (Regency Energy Partners LP)

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 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 the applicable 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 (5) Business Days prior to the Maturity Date. Notwithstanding the foregoing, a Letter of Credit may have an expiration date that is not more than twelve (12) months after the Maturity Date so long as (1)(x) the applicable Obligor shall provide cash collateral to the Administrative Agent pursuant to and in accordance with Section 2.06(j) on or prior to forty-five (45) days before the Maturity Date in an amount equal to 102% of the LC Exposure with respect to all such Letters of Credit with expiry dates after the Revolving Commitments pursuant Maturity Date, or (y) absent such cash collateral referred to which issued in sub-section (or 1)(x) above, such Letter of Credit is fully approved by the applicable Issuing Bank and all other Lenders; provided that, if any Extended Revolving Commitmentsthe Lenders approve the issuance of such Letter of Credit without cash collateral as required under sub-section (1)(x) above, Incremental Revolving Commitments or Other Refinancing Revolving Commitments are outstanding, such cash collateral shall be required at the last Maturity Date if such Letters of Credit remain outstanding at such date; (2) the obligations of the applicable thereto (so long as the aggregate amount Obligor under this Section 2.06 in respect of such Letters of Credit are not shall survive the Maturity Date and shall remain in excess of effect until no such commitments)); provided that any Letter Letters of Credit may contain customary automatic renewal provisions agreed upon remain outstanding and (3) each Lender shall remain obligated hereunder, to the extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be returned to the applicable Obligor by the Applicable Borrower and Administrative Agent after the Issuing Bank pursuant to which the expiration date of Maturity Date until no such Letter Letters 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); 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 such Issuing Bank, the Applicable 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) such Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than such Maturity Dateremain outstanding.

Appears in 3 contracts

Sources: Revolving Credit Agreement (Millicom International Cellular Sa), Revolving Credit Agreement (Millicom International Cellular Sa), Revolving Credit Agreement (Millicom International Cellular Sa)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) 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 (ii) the date that is five (5) Business Days prior to the Maturity Date with respect to the Revolving Commitments pursuant to which issued (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 Letters of Credit are not in excess of such commitments))Termination Date; provided that any Letter of Credit may contain customary automatic provide for the renewal provisions agreed upon by the Applicable Borrower and the Issuing Bank pursuant to which the expiration date of such Letter of Credit (an “Auto Renewal Letter of Credit”) shall automatically be extended thereof for consecutive additional periods of up to twelve (12) months (but not to a date later than exceed one year (which in no event extend beyond the date set forth referred to in clause (ii) above). Notwithstanding the foregoing, the 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 such Auto Renewal Designated Letter of Credit must permit 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 Issuing Bank to prevent any such renewal at least once in each twelve month period (commencing with and the date of issuance of such Letter Lenders, as collateral for the outstanding Designated Letters of Credit) by giving prior notice , cash or deposit accounts balances in an amount equal to the beneficiary thereof not later than a day 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 twelve month period to be agreed upon at the time such outstanding Designated Letter of Credit is issued. Unless otherwise directed by shall automatically be deemed drawn in full and such Issuing Bank, the Applicable 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 requested a Revolving Credit Advance to be funded by the Lenders on the Termination Date to reimburse such drawing (but may not require) such Issuing Bank to permit with the renewal proceeds of such Revolving 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 Lender of its pro rata share of such Revolving Credit Advance to Cash Collateralize the outstanding Designated Letters of Credit on the Termination Date shall be deemed payment by such Lender in respect of its participation in each such Designated Letter of Credit at any time to an expiry date not later than such Maturity DateCredit.

Appears in 3 contracts

Sources: Revolving Credit Agreement (Rayonier Inc), Revolving Credit Agreement (Rayonier Inc), Revolving 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 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 earlier of the Maturity Date with respect to and the Revolving Commitments pursuant to which issued (or if any Extended Revolving Commitments, Incremental Revolving Commitments or Other Refinancing Revolving Commitments are outstanding, LC Commitment Termination Date for the last Maturity Date applicable thereto (so long as the aggregate amount of such Letters of Credit are not in excess of such commitments))Issuing Bank; provided that any Letter of Credit may contain customary automatic renewal provisions agreed upon by the Applicable applicable Borrower and the applicable Issuing Bank pursuant to which the expiration date of such Letter of Credit (an “Auto Renewal Letter of Credit”) shall automatically be extended for consecutive periods a period of up to twelve (12) 12 months (but not to a date later than the date set forth in clause (ii) abovethat is five Business Days prior to the earlier of the Maturity Date and the LC Commitment Termination Date for such Issuing Bank, unless otherwise permitted pursuant to the immediately succeeding proviso); provided that any , subject to a right on the part of 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) from occurring by giving prior notice to the beneficiary thereof not later than in advance of any such renewal; provided further that, with the prior consent of the applicable Issuing Bank, 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 may be issued or extended with an expiration date beyond the fifth Business Day prior to the earlier of the Maturity Date and the LC Commitment Termination Date for such Issuing Bank, in which case the Applicable applicable Borrower shall not be required deposit, on or prior to make a specific request the date that is 90 days prior to the earlier of the Maturity Date and the LC Commitment Termination Date for such Issuing Bank, in an account with such Issuing Bank, for the benefit of the Lenders and such Issuing Bank, as cash collateral pursuant to documentation reasonably satisfactory to the Agent and such Issuing Bank, an amount in cash equal to 101% of the aggregate amount of all outstanding Letters of Credit issued for its account by such Issuing Bank that have an expiration date later than the fifth Business Day prior to the earlier of the Maturity Date and the LC Commitment Termination Date 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) such Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than such Maturity DateBank.

Appears in 3 contracts

Sources: Credit Agreement (Ameren Illinois Co), Credit Agreement (Union Electric Co), Credit Agreement (Union Electric Co)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) 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 (ii) the date that is five (5) Business Days prior to the Maturity Date with respect to the Revolving Commitments pursuant to which issued (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 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 pursuant to which the expiration date of such 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 no Existing Letter of Credit will be so renewed unless the respective issuer has agreed to the renewal of such Existing Letter of Credit prior to the Closing Date); 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 such the Issuing Bank, the Applicable respective Borrower shall not be required to make a specific request to such the 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) such the Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than such Maturity Date.

Appears in 3 contracts

Sources: Credit Agreement (Endo International PLC), Credit Agreement (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 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 (5) Business Days prior to the Maturity Date with respect to (the Revolving Commitments pursuant to which issued (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 Letters of Credit are not in excess of such commitments)“LC Expiration Date”); provided that at the request of the applicable Borrower, any Letter of Credit may contain customary provide for automatic renewal provisions agreed upon by the Applicable Borrower and the Issuing Bank pursuant to which the expiration date of such Letter of Credit (an “Auto Renewal Letter of Credit”) shall automatically be extended renewals for consecutive additional periods of up to twelve (12) months (but not one year subject to a date later than right on the date set forth in clause (ii) above); provided that any such Auto Renewal Letter part of Credit must permit the applicable Issuing Bank to prevent any such renewal at least once from occurring by giving notice to the beneficiary during a specified period in each twelve month advance of any such renewal, and the failure of such Issuing Bank to give such notice by the end of such period (commencing with the date of issuance 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) by giving prior notice 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 beneficiary thereof not later than a day in each such twelve month period to be agreed upon at the time LC Expiration Date if such Letter of Credit is issued. Unless otherwise directed by such Issuing Bank, the Applicable Borrower shall not be required to make becomes a specific request to such Issuing Bank for any such renewal. Once an Auto Renewal Collateralized Letter of Credit has been issued, at least 15 Business Days prior to the Lenders shall be deemed to have authorized (but may not require) such latest date upon which the applicable Issuing Bank would be entitled to permit the renewal of terminate such Letter of Credit at any time prior to an expiry date not later than its automatic renewal pursuant to such Maturity Date“evergreen” provision.

Appears in 3 contracts

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

Expiration Date. (i) Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) in the case of a Standby Letter of Credit, (x) the date which is no later than one year after the date of the issuance of such Standby Letter of Credit (or, in the case of any renewal or extension thereof, no later than one year after such renewal or extension) and (y) the Letter of Credit Expiration Date and (ii) in the case of a Commercial Letter of Credit, (x) the date that is five (5) Business Days prior to no later than 180 days after the Maturity Date with respect to the Revolving Commitments pursuant to which issued (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 date of issuance of such 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 Borrower and the Issuing Bank pursuant to which the expiration date of such Commercial Letter of Credit (or, in the case of any renewal or extension thereof, no later than 180 days after such renewal or extension) and (y) the Letter of Credit Expiration Date. (ii) If U.S. Borrower so requests in any LC 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 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); provided that any such Auto Auto-Renewal Letter of Credit must permit the applicable Issuing Bank to prevent any such renewal at least once in each twelve 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 twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by such the Issuing Bank, the Applicable U.S. Borrower shall not be required to make a specific request to such the Issuing Bank for any such renewal. Once an Auto Auto-Renewal Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) such 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 Maturity renewal and (ii) the Letter of Credit Expiration Date.; provided that the Issuing Bank 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 in its renewed form under the terms hereof (by reason of the provisions of Section 2.18(l) or otherwise), 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, any Lender or Borrower that one or more of the applicable conditions specified in Section 4.02 are not then satisfied

Appears in 3 contracts

Sources: Credit Agreement (Ply Gem Holdings Inc), Credit Agreement (Ply Gem Holdings Inc), Credit Agreement (Ply Gem Holdings Inc)

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 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 (iiiii) the date that is five (5) Business Days prior to the applicable Revolving Facility Maturity Date Date; provided, that any Standby Letter of Credit with respect 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 the Revolving Commitments pursuant to which issued in clause (or if any Extended Revolving Commitments, Incremental Revolving Commitments or Other Refinancing Revolving Commitments are outstanding, the last Maturity Date applicable thereto iii) of this paragraph (c)) so long as the aggregate amount of such 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 Borrower and the Issuing Bank pursuant to which the expiration date of such Letter of Credit (any such 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 permits the date set forth in clause (ii) above); provided that any such Auto Renewal Letter of Credit must permit the applicable Issuing Bank to prevent any such renewal extension at least once in each twelve twelve-month period (commencing with the date of issuance of such Auto Renewal Letter of Credit) by giving prior notice to the beneficiary thereof not later than within a day in each time period during such twelve twelve-month period to be agreed upon at the time such Auto Renewal Letter of Credit is issued. Unless otherwise directed by such the Issuing Bank, the Applicable respective Borrower shall not be required to make a specific request to such the 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) such the Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than such Revolving Facility Maturity Date.

Appears in 3 contracts

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

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) 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 (ii) the date that is five (5) Business Days prior to the Maturity Date with respect to the for Revolving Commitments pursuant to which issued (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 Letters of Credit are not in excess of such commitments))Loans; provided that (A) any Letter of Credit may contain customary automatic renewal provisions agreed upon by the Applicable Borrower and the applicable Issuing Bank pursuant to which the expiration date of such Letter of Credit (an “Auto Renewal Letter of Credit”) shall be automatically be extended for consecutive periods a period of up to twelve (12) 12 months (but not to a date later than the date set forth in clause (ii) above); provided that any , subject to a right on the part of 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) from occurring by giving prior notice to the beneficiary thereof by a specified time in advance of any such renewal; provided, further, that (1) the applicable Issuing Bank shall not later than a day in each such twelve month period be obligated to be agreed upon at the time extend any such Letter of Credit if it has received written notice that a Default or an Event of Default has occurred and is issued. Unless otherwise directed by continuing at the time the Issuing Bank must elect to allow such Issuing Bankextension, or (2) in the event there is a Revolving Lender that is a Defaulting Lender, the Applicable Borrower Issuing Bank shall not be required to make a specific request to such Issuing Bank for issue, renew or extend any such renewal. Once an Auto Renewal Letter of Credit has been issued, to the Lenders shall extent (x) the Defaulting Lender’s Applicable Aggregate Revolving Percentage of the aggregate amount available to be deemed to have authorized (but drawn under the Letter of Credit may not requirebe reallocated pursuant to Section 2.21(a) such or (y) the Issuing Bank has not otherwise entered into arrangements satisfactory to permit it and the renewal 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 (B) any Letter of Credit may expire after the applicable date referred to in clause (ii) above if such Letter of Credit at any time to an expiry date not is, no later 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 (any such Maturity DateLetter of Credit being referred to as the “Cash Collateralized Letter of Credit”).

Appears in 3 contracts

Sources: Credit Agreement (Encompass Health Corp), Credit Agreement (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) the date that is one year after the date of the issuance of such Letter of Credit (orsubject to the provisions of this Section 2.05(c), 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 with respect (applicable to the Class of Revolving Commitments pursuant to with the Latest Maturity Date held by the Issuing Bank which issued (or if such Letter of Credit). If the Borrower so requests in any Extended Revolving Commitments, Incremental Revolving Commitments or Other Refinancing Revolving Commitments are outstandingapplicable letter of credit application, the last Maturity Date applicable thereto (so long as the aggregate amount of such Letters of Credit are not Issuing Bank may, in excess of such commitments)); provided that any its discretion, agree to issue a Letter of Credit may contain customary that has automatic renewal extension provisions agreed upon by the Applicable Borrower and the Issuing Bank pursuant to which the expiration date of such Letter of Credit (each, an “Auto Renewal Auto-Extension 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); provided that any such Auto Renewal Auto-Extension Letter of Credit must permit the applicable Issuing Bank to prevent any such renewal extension at least once in each twelve 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 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 scheduled expiration or renewal thereof. Unless otherwise directed by such the Issuing Bank, the Applicable Borrower shall not be required to make a specific request to such the Issuing Bank for any such renewalextension. Once an Auto Renewal Auto-Extension Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) such the Issuing Bank to permit the renewal 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 such Maturity Dateextension if (A) such Issuing Bank has determined that it would not be permitted, or would have no obligation at such time to issue such Letter of Credit in its revised form (as extended) 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 (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 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 not to permit such extension.

Appears in 3 contracts

Sources: Credit Agreement (Rite Aid Corp), Credit Agreement (Rite Aid Corp), Credit Agreement (Rite Aid 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 (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); 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 periods (but not beyond the date that is five Business Days prior to the Revolving Maturity Date (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 renewed 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 2.22, “Revolving Maturity Date” as referenced in this paragraph shall refer, with respect to the Revolving Commitments pursuant to which issued (or if any Extended Class of Letters of Credit associated with such Class of Revolving Commitments, Incremental to the Revolving Maturity Date in respect of any Class of Revolving Commitments as extended pursuant to Section 2.22; provided that, notwithstanding anything in this Agreement (including Section 2.22 hereof) or Other Refinancing Revolving Commitments are outstandingany other Loan Document to the contrary, the last Revolving Maturity Date applicable thereto (so long Date, as the aggregate amount of such Letters of Credit are not term is used in excess of such commitments)); provided that reference to any Issuing Bank or any Letter of Credit issued thereby, may contain customary automatic renewal provisions agreed upon by the Applicable Borrower and the not be extended with respect to any Issuing Bank pursuant to which without the expiration date prior written consent of such 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); 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 such Issuing Bank, the Applicable 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) such Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than such Maturity Date.

Appears in 3 contracts

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

Expiration Date. (i) Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) 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 (ii) the date that is five (5) Business Days prior to the Revolving Facility Maturity Date with respect to the Revolving Commitments pursuant to which issued (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 Letters of Credit are not in excess of such commitments))Date; provided that any Letter of Credit with a one-year tenor may contain customary provide for the automatic renewal provisions agreed upon by the Applicable Borrower and the Issuing Bank pursuant to which the expiration date of such Letter of Credit thereof for additional one-year periods (an “Auto Renewal Letter of Credit”) which, in no event, shall automatically be extended for consecutive periods of up to twelve (12) months (but not to a date later than extend beyond the date set forth referred to in clause (ii) aboveof this paragraph (c) unless otherwise agreed by the Issuing Bank and the Administrative Agent). (ii) 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 any such Auto Auto-Renewal Letter of Credit must permit the applicable Issuing Bank to prevent any such renewal at least once in each twelve twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the Borrower and to the beneficiary thereof not later than a day date in each such twelve twelve-month period to be agreed upon at the time such Letter of Credit is issuedissued and to be set forth therein. Unless otherwise directed by such the Issuing Bank, the Applicable Borrower shall not be required to make a specific request to such the Issuing Bank for any such renewal. Once an Auto Auto-Renewal Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) such 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 Maturity Daterenewal and (ii) the date that the Letter of Credit expires; provided that the Issuing Bank 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 in its renewed form under the terms hereof, 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, (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 4.01 are not then satisfied; provided, further, that the Issuing Bank or Administrative Agent may require any such letter of credit to permit cancellation of such automatic renewal provision upon at least 90 days' prior written notice.

Appears in 3 contracts

Sources: Credit Agreement (Nuance Communications, Inc.), Credit Agreement (Nuance Communications, Inc.), Credit Agreement (Nuance Communications, 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 Maturity Date with respect to the Revolving Commitments pursuant to which issued (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 Letters of Credit are not in excess of such commitments)); provided that any Letter of Credit may contain customary 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 agreed upon by the Applicable Borrower and the Issuing Bank pursuant to which the expiration date of such Letter of Credit (each, an “Auto 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); provided that any such Auto Auto-Renewal Letter of Credit must permit the applicable Issuing Bank to prevent any such renewal at least once in each twelve 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 twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by such the Issuing Bank, the Applicable Borrower shall not be required to make a specific request to such the Issuing Bank for any such renewal. Once an Auto Auto-Renewal Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) such 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 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 by the Issuing Bank in its sole discretion, a Letter of Credit may, upon the request of the Borrower, be renewed for a period beyond the date that is the Revolving Maturity DateDate if, at the time of such request or such other time as may be agreed by the Issuing Bank, such Letter of Credit has become subject to cash collateralization (at 103% of the face value of such Letter of Credit) or other arrangements satisfactory to the Issuing Bank.

Appears in 2 contracts

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

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 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 (510) Business Days prior to the Revolving Credit Maturity Date with respect to the Revolving Commitments pursuant to which issued (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 Letters of Credit are not in excess of such commitments))Date; provided that any Letter of Credit with a one-year tenor may contain customary automatic provide for the renewal provisions agreed upon by the Applicable Borrower and the Issuing Bank pursuant to thereof for additional one-year periods (which the expiration date of such 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 in no event extend beyond the date set forth referred to in clause (ii) above); provided that any such Auto Renewal further that, notwithstanding the foregoing, a Letter of Credit must permit may expire after the Revolving Credit Maturity Date if the Borrower provides cash collateral acceptable to the applicable Issuing Bank to prevent any such renewal at least once LenderBank in each twelve month period its sole discretion onin accordance with Section 2.06(j) no later than sixty (commencing with the date of issuance of such Letter of Credit60) by giving days prior notice to the beneficiary thereof not later than a day Revolving Credit Maturity Date. For the avoidance of doubt, if the Revolving Credit Maturity Date shall be extended pursuant to Section 2.23, “Revolving Credit Maturity Date” as referenced in each this paragraph shall refer to the Revolving Credit Maturity Date as extended pursuant to Section 2.23; provided that, notwithstanding anything in this Agreement (including Section 2.23 hereof) or any other Loan Document to the contrary, the Revolving Credit Maturity Date, as such twelve month period term is used in reference to be agreed upon at the time such any Issuing Bank or any Letter of Credit is issued. Unless otherwise directed by issued thereby, may not be extended with respect to any Issuing Bank without the prior written consent of such Issuing Bank, the Applicable 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) such Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than such Maturity Date.

Appears in 2 contracts

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

Expiration Date. (i) Each Letter of Credit shall expire at or prior to the close of business on the earlier of (iA) 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 (iiB) the date that is five (5) Business Days prior to the Maturity Date with respect Date, subject to subclause (ii) below. (ii) If the Revolving Commitments pursuant to which issued (or if Parent so requests in any Extended Revolving Commitments, Incremental Revolving Commitments or Other Refinancing Revolving Commitments are outstandingapplicable letter of credit application, the last Maturity Date applicable thereto (so long as the aggregate amount of such Letters of Credit are not Issuing Bank may, in excess of such commitments)); provided that any its sole and absolute discretion, agree to issue a Letter of Credit may contain customary that has automatic renewal provisions agreed upon by the Applicable Borrower and the Issuing Bank pursuant to which the expiration date of such Letter of Credit (each, an “Auto 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); provided further that any such Auto 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 such the Issuing Bank, the Applicable Borrower Parent shall not be required to make a specific request to such the Issuing Bank for any such renewal. Once an Auto Auto-Renewal Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such the Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than such the date that is five Business Days prior to the Maturity 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, or (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 Nonrenewal Notice Date (1) from the Administrative Agents that the Required Lenders have elected not to permit such renewal or (2) from the Administrative Agents, any Revolving Lender or any Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied.

Appears in 2 contracts

Sources: Credit Agreement (Mirion Technologies, Inc.), Credit Agreement (Mirion Technologies, Inc.)

Expiration Date. Each LC Facility Letter of Credit shall expire at or prior to the close of business on the earlier of (iA) the date one year after the date of the issuance of such LC Facility Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension; provided that if the Borrowers and the LC Facility Issuing Bank so agree, any LC Facility Letter of Credit may provide for the automatic renewal of such LC Facility Letter of Credit for successive one year terms and (B) the date that is five Business Days prior to the Maturity Date. If at any time any LC Facility Letter of Credit contains provisions providing for automatic renewal, (i) without limitation of the Borrowers’ obligations under Section 9.6(b), the Borrowers will immediately upon becoming aware of any Default notify the LC Facility Administrative Agent and the LC Facility Issuing Bank of the occurrence and continuance of such Default during any period during which the LC Facility Issuing Bank has the option to provide notice of non-renewal under any LC Facility Letter of Credit and (ii) the date LC Facility Lenders hereby authorize the LC Facility Issuing Bank to permit such automatic renewal, whether or not a Default then exists, unless the LC Facility Issuing Bank has received a notice (which may be by telephone or in writing) on or before the day that is five (5) Business Days prior to the Maturity Date with respect notice date to the Revolving Commitments pursuant to which issued (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 Letters of Credit are not in excess of such commitments)); provided that any Letter of Credit may contain customary prevent automatic renewal provisions agreed upon by from the Applicable Borrower LC Facility Administrative Agent and the Issuing Bank pursuant Majority LC Facility Lenders that one or more applicable conditions is not then satisfied and directing it to which the expiration date of such 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); provided that any such Auto Renewal Letter of Credit must permit the applicable Issuing Bank give notice to prevent any such renewal at least once automatic renewals 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 such Issuing Bank, the Applicable 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) such Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than such Maturity Datefuture.

Appears in 2 contracts

Sources: Loan and Security Agreement (Clean Harbors Inc), Loan and Security Agreement (Clean Harbors Inc)

Expiration Date. (i) Each Letter of Credit shall expire at or prior to the close of business on the earlier of (ix) in the case of a Standby Letter of Credit, (1) the date which 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) and (ii2) the Letter of Credit Expiration Date and (y) in the case of a Commercial Letter of Credit, (1) the date that is five (5) Business Days prior to 180 days after the Maturity Date with respect to the Revolving Commitments pursuant to which issued (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 date of issuance of such Letters Commercial Letter of Credit are not (or, in excess the case of any renewal or extension thereof, 180 days after such commitments)); provided that renewal or extension) and (2) the Letter of Credit Expiration Date. (ii) If Borrower so requests in any Letter of Credit may contain customary Request, then the Issuing Bank may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions agreed upon by the Applicable Borrower and the Issuing Bank pursuant to which the expiration date of such Letter of Credit (each, an “Auto 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); provided that any such Auto Auto-Renewal Letter of Credit must permit the applicable Issuing Bank to prevent any such renewal at least once in each twelve 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 twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by such the Issuing Bank, the Applicable Borrower shall not be required to make a specific request to such the Issuing Bank for any such renewal. Once an Auto Auto-Renewal Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) such 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 (x) one year from the date of such Maturity renewal and (y) the Letter of Credit Expiration Date; provided that the Issuing Bank shall not permit any such renewal if (1) 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 2.18 or otherwise), or (2) it has received notice (which may be by telephone or in writing) 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, (A) from the Administrative Agent that any Revolving Lender directly affected thereby has elected not to permit such renewal or (B) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 4.01 is not then satisfied.

Appears in 2 contracts

Sources: Credit Agreement (Basic Energy Services Inc), Credit Agreement (Basic Energy Services Inc)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year that is 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 (5) Domestic Business Days prior to the Revolving Maturity Date with respect to the Revolving Commitments pursuant to which issued (or if any Extended Revolving CommitmentsDate; provided, Incremental Revolving Commitments or Other Refinancing Revolving Commitments are outstandinghowever, the last Maturity Date applicable thereto (so long as the aggregate amount of such Letters of Credit are not in excess of such commitments)); provided that any Letter of Credit may contain customary automatic renewal provisions agreed may, upon by the Applicable request of the applicable Borrower and the Issuing Bank pursuant to which the expiration date of or Additional Borrower, include a provision whereby such Letter of Credit (an “Auto Renewal Letter of Credit”) shall be renewed automatically be extended for additional consecutive periods of up to twelve (12) 18 months or less (but not to a date later than beyond the date set forth in clause (iithat is five Domestic Business Days prior to the Revolving Maturity Date) above); provided that any such Auto Renewal Letter of Credit must permit unless 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 notifies the beneficiary thereof not later than a day in each such twelve month period at least 60 days prior to be agreed upon at the time 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 2.22, “Revolving Maturity Date” as referenced in this paragraph shall 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 2.22; provided that, notwithstanding anything in this Agreement (including Section 2.22 hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is issued. Unless otherwise directed by 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, the Applicable 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) such Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than such Maturity Date.

Appears in 2 contracts

Sources: 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 (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 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 date that is five (5) Business Days prior to the Maturity Date with respect to the Revolving Commitments pursuant to which issued (or if any Extended Revolving Commitments, Incremental Revolving Commitments or Other Refinancing Revolving Commitments are outstanding, the last Maturity Date applicable thereto (Borrower so long as the aggregate amount of such Letters of Credit are not requests in excess of such commitments)); provided that any Letter of Credit may contain customary Request, the applicable Issuing Bank may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions agreed upon by the Applicable Borrower and the Issuing Bank pursuant to which the expiration date of such Letter of Credit (each, an “Auto 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); provided provided, that any such Auto Auto-Renewal Letter of Credit must permit the applicable Issuing Bank to prevent any such renewal at least once in each twelve 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 twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by such the applicable Issuing Bank, the Applicable Borrower shall not be required to make a specific request to such the applicable Issuing Bank for any such renewal. Once an Auto Auto-Renewal Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) such 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 Maturity renewal and (ii) the Letter of Credit Expiration Date; provided, that the applicable Issuing Bank shall not permit any such renewal if (x) the applicable 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 2.18(k) or otherwise), 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 (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 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 not to permit such extension.

Appears in 2 contracts

Sources: Revolving Credit and Guaranty Agreement (Philadelphia Energy Solutions Inc.), Revolving Credit and Guaranty Agreement (Philadelphia Energy Solutions Inc.)

Expiration Date. (i) Each Letter of Credit shall expire at or prior to the close of business on the earlier of (iA) 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 (iiB) the date that is five (5) Business Days prior to the Maturity Date with respect to Date. (ii) If the Revolving Commitments pursuant to which issued (or if Borrower so requests in any Extended Revolving Commitments, Incremental Revolving Commitments or Other Refinancing Revolving Commitments are outstandingrequest for a Letter of Credit, the last Maturity Date applicable thereto (so long as the aggregate amount of such Letters of Credit are not Issuing Bank may, in excess of such commitments)); provided that any its sole and absolute discretion, agree to issue a Letter of Credit may contain customary that has automatic renewal provisions agreed upon by the Applicable Borrower and the Issuing Bank pursuant to which the expiration date of such Letter of Credit (each, an “Auto 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); provided that any such Auto Auto-Renewal Letter of Credit must permit the applicable Issuing Bank to prevent any such renewal at least once in each twelve 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-Renewal Notice Date”) in each such twelve twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by such the Issuing Bank, the Applicable Borrower shall not be required to make a specific request to such the Issuing Bank for any such renewal. Once an Auto Auto-Renewal Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such 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 (A) one year from the date of such renewal and (B) the date that is five Business Days prior to the Maturity Date; provided that the Issuing Bank shall not permit any such renewal if (1) 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 2.08(f) or otherwise), or (2) it has received notice on or before the day that is two Business Days before the Non-Renewal Notice Date, from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 6.02 are not then satisfied.

Appears in 2 contracts

Sources: Credit Agreement (Fortis Minerals, LLC), Credit Agreement (Fortis Minerals, Inc.)

Expiration Date. Each No Letter of Credit shall expire at or prior to the close of business on have a stated expiry date later than the earlier of (iA) the date one year after from the date of its issuance unless the issuance of applicable Issuing Bank otherwise agrees to a later stated expiry date (including without limitation by extending the stated expiry date or allowing the stated expiry date to be automatically extended if such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extensioncontains language providing for its automatic renewal) and (iiB) the date that is five (5) seven Business Days prior to the Maturity Date with respect for the applicable Issuing Bank, unless the applicable Borrower has Cash Collateralized such Letter of Credit in an amount equal to the Revolving Commitments pursuant to which issued (or if any Extended Revolving Commitments, Incremental Revolving Commitments or Other Refinancing Revolving Commitments are outstanding, sum of the last Maturity Date applicable thereto (so long as the aggregate undrawn face amount of such Letters of Credit are not in excess of such commitments)); provided that any Letter of Credit may contain customary as of the seventh Business Day prior to such Maturity Date, plus fees and expenses related to such Letter of Credit over its remaining term. In the case of a Letter of Credit containing language providing for its automatic renewal, each Borrower acknowledges and agrees that, if any such automatic renewal provisions agreed upon by would cause the Applicable Borrower and the Issuing Bank pursuant to which the expiration stated expiry date of such Letter of Credit (an “Auto Renewal Letter of Credit”) shall automatically to be extended for consecutive periods of up to twelve (12) months (but not to a date later than seven Business Days prior to the date set forth in clause (ii) above); provided that any such Auto Renewal Letter of Credit must permit Maturity Date for the applicable Issuing Bank, such Issuing Bank may give notice to prevent any such renewal at least once in each twelve month period (commencing with the date of issuance beneficiary of such Letter of Credit) by giving prior notice to Credit that such automatic renewal shall not take place, unless the beneficiary thereof not later than a day in each such twelve month period to be agreed upon at the time applicable Borrower has Cash Collateralized such Letter of Credit is issued. Unless otherwise directed by such Issuing Bank, the Applicable Borrower shall not be required to make a specific request to such Issuing Bank for any such renewalin accordance with this Section 2.06(c). Once an Auto Renewal a Letter of Credit that provides for automatic renewal has been issued, the Lenders shall be deemed to have authorized (but may not require) such Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry a date not later than seven Business Days prior to such Issuing Bank’s Maturity Date.

Appears in 2 contracts

Sources: Credit Agreement (Williams Companies, Inc.), Credit Agreement (Williams Companies Inc)

Expiration Date. Each No Letter of Credit shall expire at or prior to the close of business on have a stated expiry date later than the earlier of (iA) the date one year after from the date of its issuance unless the issuance of applicable Issuing Bank otherwise agrees to a later stated expiry date (including without limitation by extending the stated expiry date or allowing the stated expiry date to be automatically extended if such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extensioncontains language providing for its automatic renewal) and (iiB) the date that is five (5) seven Business Days prior to the Maturity Date with respect for the applicable Issuing Bank, unless the Borrower has Cash Collateralized such Letter of Credit in an amount equal to the Revolving Commitments pursuant to which issued (or if any Extended Revolving Commitments, Incremental Revolving Commitments or Other Refinancing Revolving Commitments are outstanding, sum of the last Maturity Date applicable thereto (so long as the aggregate undrawn face amount of such Letters of Credit are not in excess of such commitments)); provided that any Letter of Credit may contain customary as of the seventh Business Day prior to such Maturity Date, plus fees and expenses related to such Letter of Credit over its remaining term. In the case of a Letter of Credit containing language providing for its automatic renewal, the Borrower acknowledges and agrees that, if any such automatic renewal provisions agreed upon by would cause the Applicable Borrower and the Issuing Bank pursuant to which the expiration stated expiry date of such Letter of Credit (an “Auto Renewal Letter of Credit”) shall automatically to be extended for consecutive periods of up to twelve (12) months (but not to a date later than seven Business Days prior to the date set forth in clause (ii) above); provided that any such Auto Renewal Letter of Credit must permit Maturity Date for the applicable Issuing Bank, such Issuing Bank may give notice to prevent any such renewal at least once in each twelve month period (commencing with the date of issuance beneficiary of such Letter of Credit) by giving prior notice to Credit that such automatic renewal shall not take place, unless the beneficiary thereof not later than a day in each such twelve month period to be agreed upon at the time Borrowers have Cash Collateralized such Letter of Credit is issued. Unless otherwise directed by such Issuing Bank, the Applicable Borrower shall not be required to make a specific request to such Issuing Bank for any such renewalin accordance with this Section 2.06(c). Once an Auto Renewal a Letter of Credit that provides for automatic renewal has been issued, the Lenders shall be deemed to have authorized (but may not require) such Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry a date not later than seven Business Days prior to such Issuing Bank’s Maturity Date.” (i) Section 2.06(j) of the Credit Agreement is hereby amended by inserting a new clause (iii) thereto immediately after clause (ii) thereof, which new clause (iii) shall read in full as follows:

Appears in 2 contracts

Sources: Amendment No. 1 and Extension Agreement, Amendment No. 1 and Extension Agreement (Williams Companies Inc)

Expiration Date. Each Standby Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Administrative Agent and the applicable 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 applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five (5) Business Days prior to the applicable Revolving Facility Maturity Date with respect to the Revolving Commitments pursuant to which issued (or if any Extended Revolving CommitmentsDate; provided, Incremental Revolving Commitments or Other Refinancing Revolving Commitments are outstanding, the last Maturity Date applicable thereto (so long as the aggregate amount of such Letters of Credit are not in excess of such commitments)); provided that any Standby Letter of Credit with a one year tenor may contain customary provide for automatic renewal provisions agreed upon by the Applicable Borrower and the Issuing Bank pursuant to which the expiration date of such Letter of Credit extension thereof for additional one year periods (an “Auto Renewal Letter of Credit”) which, in no event, shall automatically be extended for consecutive periods of up to twelve (12) months (but not to a date later than extend beyond the date set forth referred to in clause (ii) aboveof this paragraph (c); provided that any ) so long as such Auto Renewal Standby Letter of Credit must permit permits the applicable Issuing Bank to prevent any such renewal extension at least once in each twelve 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 within a day in each time period during such twelve twelve-month period to be agreed upon at the time such Standby Letter of Credit is issued. Unless otherwise directed by such ; provided, further, that if the applicable Issuing BankBank and the Administrative Agent each consent in their sole discretion, the Applicable Borrower shall not be required to make a specific request to such Issuing Bank for expiration date on any such renewal. Once an Auto Renewal Standby Letter of Credit has been issuedmay extend beyond the date referred to in clause (ii) above, the Lenders shall be deemed to have authorized (but may not require) provided, that if any such Issuing Bank to permit the renewal of such Standby Letter of Credit at is outstanding or is issued under the Revolving Facility Commitments of any time Class after the date that is 30 days prior to such Revolving Facility Maturity Date for such Class the Borrowers shall provide cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an expiry amount equal to 102% of the face amount of each such Standby Letter of Credit on such date not later than of issuance. Each Trade Letter of Credit shall expire on the earlier of (x) 180 days after such Trade Letter of Credit’s date of issuance or (y) the date five Business Days prior to the applicable Revolving Facility Maturity Date.

Appears in 2 contracts

Sources: Credit Agreement (Norwegian Cruise Line Holdings Ltd.), Credit Agreement (Norwegian Cruise Line Holdings Ltd.)

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 Credit if the expiration date of such Letter of Credit extends beyond the date that is five Business Days prior to any Latest Maturity Date applicable to the 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) all Lenders and such Issuing Bank have consented to such later maturity or (iii) the Lead Borrower shall have caused such Letter of Credit to be (x) backstopped by a “back to back” letter of credit reasonably satisfactory to such 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 if the expiration date of such Letter of Credit extends beyond one year after the date of the issuance of such Letter of Credit (orissuance, in the case of any amendment, extension or renewal or extension thereof, one year after unless such renewal or extension) and (ii) the date that is five (5) Business Days prior to the Maturity Date with respect to the Revolving Commitments pursuant to which issued (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 Letters of Credit are not in excess of such commitments))Issuing Bank otherwise agrees; provided that any Letter of Credit may contain customary provide for the automatic renewal provisions agreed upon by the Applicable Borrower and the Issuing Bank pursuant to which the expiration date extension thereof for any number of such Letter of Credit (an “Auto Renewal Letter of Credit”) shall automatically be extended for consecutive additional periods each of up to twelve one or two years in duration (12) months (but not pursuant to a date later than the date set forth in clause (ii) above); 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 arrangements reasonably satisfactory 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 such relevant Issuing Bank, the Applicable 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) such Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than such Maturity Date).

Appears in 2 contracts

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

Expiration Date. Each (i) Subject to clause (ii) of this Section 2.05(c), each Letter of Credit shall expire at or prior to the close of business on the earlier of (ix) 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 (iiy) the date that is five Business Days prior to the Maturity Date; provided, a Letter of Credit may provide for a later expiration date if, simultaneously with the issuance (5or if applicable, the renewal) thereof, the Borrower pledges to the applicable Issuing Bank, in a manner reasonably satisfactory to it, funds in an account with such Issuing Bank equal to 105% of the face amount of such Letter of Credit. (ii) If the Borrower so requests in any applicable request for a Letter of Credit, the applicable Issuing Bank may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Automatic Extension L/C”); provided that such extension provisions under the Automatic Extension L/C shall not extend the expiration date later than the date that is five Business Days prior to the Maturity Date unless simultaneously with respect such extension the Borrower pledges to the Revolving Commitments pursuant applicable Issuing Bank, in a manner reasonably satisfactory to which issued (or if any Extended Revolving Commitmentsit, Incremental Revolving Commitments or Other Refinancing Revolving Commitments are outstanding, funds in an account with such Issuing Bank equal to 105% of the last Maturity Date applicable thereto (so long as the aggregate face amount of such Letters of Credit are not in excess of such commitments))Automatic Extension L/C; provided that any Letter of Credit may contain customary automatic renewal provisions agreed upon by the Applicable Borrower and the Issuing Bank pursuant to which the expiration date of such 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); provided further, that any such Auto Renewal Letter of Credit Automatic Extension L/C must permit the applicable Issuing Bank to prevent any such renewal extension at least once in each twelve 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 twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by such the applicable Issuing Bank, the Applicable Borrower shall not be required to make a specific request to such Issuing Bank for any such renewalextension. Once an Auto Renewal Letter of Credit Automatic Extension L/C has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) such the applicable Issuing Bank to permit the renewal extension of such Letter of Credit at any time to an expiry expiration date not later than the date that is five Business Days prior to the Maturity Date unless simultaneously with such Maturity Dateextension the Borrower pledges to the applicable Issuing Bank, in a manner reasonably satisfactory to it, funds in an account with such Issuing Bank equal to 105% of the face amount of such Automatic Extension L/C; provided, however, that the applicable Issuing Bank shall not permit any such extension if (i) such Issuing Bank has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms of this Agreement, or (ii) 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 (A) from the Administrative Agent that the Required Revolving Lenders have elected not to permit such extension or (B) from the Administrative Agent, any Revolving 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.

Appears in 2 contracts

Sources: Credit Agreement (Service Corp International), Credit Agreement (Service Corporation International)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) 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 (ii) except as set forth below with respect to Collateralized Letters of Credit, the date that is five (5) Business Days prior to the Revolving Maturity Date with respect to (the Revolving Commitments pursuant to which issued (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 Letters of Credit are not in excess of such commitments)“LC Expiration Date”); provided that at the request of the Borrower, any Letter of Credit may contain customary provide for automatic renewal provisions agreed upon by the Applicable Borrower and the Issuing Bank pursuant to which the expiration date of such Letter of Credit (an “Auto Renewal Letter of Credit”) shall automatically be extended renewals for consecutive additional periods of up to twelve (12) months (but not one year subject to a date later than right on the date set forth in clause (ii) above); provided that any such Auto Renewal Letter part of Credit must permit the applicable Issuing Bank to prevent any such renewal at least once from occurring by giving notice to the beneficiary during a specified period in each twelve month advance of any such renewal, and the failure of such Issuing Bank to give such notice by the end of such period (commencing with the date of issuance 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) by giving prior notice 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 beneficiary thereof not later than a day in each such twelve month period to be agreed upon at the time LC Expiration Date if such Letter of Credit is issued. Unless otherwise directed by such Issuing Bank, the Applicable Borrower shall not be required to make becomes a specific request to such Issuing Bank for any such renewal. Once an Auto Renewal Collateralized Letter of Credit has been issued, at least 15 Business Days prior to the Lenders shall be deemed to have authorized (but may not require) such latest date upon which the applicable Issuing Bank would be entitled to permit the renewal of terminate such Letter of Credit at any time prior to an expiry date not later than its automatic renewal pursuant to such Maturity Date“evergreen” provision.

Appears in 2 contracts

Sources: Credit Agreement (Leidos Holdings, Inc.), Credit Agreement (Leidos 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 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 with respect to the Revolving Commitments pursuant to which issued (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 Letters of Credit are not in excess of such commitments))Date; provided that any Letter of Credit may contain customary automatic renewal provisions agreed upon by the Applicable Borrower and the applicable Issuing Bank pursuant to which the expiration date of such Letter of Credit (an “Auto Renewal Letter of Credit”) shall automatically be extended for consecutive periods a period of up to twelve (12) 12 months (but not to a date later than the date set forth in clause (ii) above); provided that any , subject to a right on the part of such Auto Renewal Letter of Credit must permit the applicable 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 least once in each twelve month period or prior to the close of business on the earlier of (commencing with A) the date one year after the date of the issuance of such Letter of CreditCredit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) by giving and (B) the date that is five Business Days prior notice to the beneficiary thereof not later than a day in each such twelve month period to be agreed upon at Subsequent Maturity Date. Notwithstanding the time such foregoing, any Letter of Credit is issued. Unless otherwise directed by such issued hereunder may, in the sole discretion of the applicable Issuing Bank, expire after the Applicable 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 not provide cash collateral in an amount equal to 102% (or such other percentage as may be required agreed with the applicable Issuing Bank) of the LC Exposure in respect of any such outstanding Letter of Credit to make a specific request the applicable Issuing Bank at least five Business Days prior to the 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 any such renewal. Once an Auto Renewal Letter the satisfaction of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such Issuing Bank to permit the renewal Borrower’s reimbursement obligations in respect of such Letter of Credit at any time until the expiration of such Letter of Credit. Any Letter of Credit issued with an expiration date beyond the fifth Business Day prior to an expiry date not later than such 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

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

Expiration Date. (i) Each Letter of Credit shall expire at or prior to the close of business on the earlier of (ix) the date 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 the then-current expiration date at the time of such renewal or extension) and (iiy) the date that is five (5) Business Days prior to the Maturity Date with respect to the Revolving Commitments pursuant to which issued (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 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 Borrower and Expiration Date; provided, however, the Issuing Bank pursuant Bank, in its sole discretion, may agree to which the expiration date of extend such Letter of Credit beyond the Letter of Credit Expiration Date (an “Auto LC Extension”) upon the Borrower either (i) providing the Issuing Bank funds equal to 103% of the LC Exposure with respect to such Letter of Credit for deposit in a cash collateral account which cash collateral account will be held by the Issuing Bank as a pledged cash collateral account, and the Borrower hereby grants to the Collateral Agent a security interest in all cash and credit support now or hereafter deposited to any such collateral account, and applied to reimbursement of all drawings presented under such outstanding Letter of Credit, or (ii) delivering to the Issuing Bank one or more letters of credit in favor of the Issuing Bank, issued by a bank reasonably acceptable to the Issuing Bank in its sole discretion, each in form and substance reasonably acceptable to the Issuing Bank in its sole discretion, unless the applicable Issuing Bank notifies the beneficiary thereof at least 30 days (or such longer period as may be specified in such Letter of Credit) prior to the then-applicable expiration date that such Letter of Credit will not be renewed. (ii) If the Borrower so requests in any LC Request for a Standby Letter of Credit, the Issuing Bank may, in its sole and absolute discretion, agree to issue a Standby Letter of Credit that has automatic renewal provisions (each, 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); provided that any such Auto 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 Standby Letter of Credit is issued. Unless Once an Auto-Renewal Letter of Credit has been issued, unless otherwise directed by such the Issuing Bank, the Applicable Borrower shall not be required to make a specific request to such the Issuing Bank for any such renewal. Once an Auto Auto-Renewal Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) such the Issuing Bank to permit the renewal of such Standby Letter of Credit at any time to an expiry date not later than the earlier of (i) one year from the date of such Maturity renewal and (ii) the Letter of Credit Expiration Date, unless otherwise extended pursuant to an LC Extension; provided that the Issuing Bank 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 Standby Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Section 2.18(m) or otherwise), or (y) it has received notice on or before the day that is seven 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, any Lender or the Borrower that one or more of the applicable conditions specified in Section 4.02 are not then satisfied.

Appears in 2 contracts

Sources: Credit Agreement (Ping Identity Holding Corp.), Credit Agreement (Roaring Fork Holding, Inc.)

Expiration Date. Each (i) Subject to clause (ii) below, each Letter of Credit shall expire at or prior to the close of business on the earlier of (iA) 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 (iiB) the date that is five (5) Business Days prior to the Maturity Revolving Termination Date with respect to the Revolving Commitments pursuant to which issued (or if any Extended Revolving Commitments, Incremental Revolving Commitments or Other Refinancing Revolving Commitments are outstandingsuch earlier date, the last “LC Maturity Date Date”). (ii) If the Borrower so requests in any applicable thereto (so long as the aggregate amount of such 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 Borrower and notice, the Issuing Bank pursuant may agree to which the expiration date of such issue a Letter of Credit that has automatic extension provisions (each, an “Auto Renewal Auto-Extension 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); provided that so long as any such Auto Renewal Auto-Extension Letter of Credit must permit permits the applicable Issuing Bank to prevent any such renewal extension at least once in each twelve 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 twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by such the Issuing Bank, the Applicable Borrower shall not be required to make a specific request to such the Issuing Bank for any such renewalextension. Once an Auto Renewal Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such the Issuing Bank to permit the renewal extension of such Letter of Credit at any time to an expiry date not later than such the LC Maturity Date; provided, however, that the Issuing Bank shall not permit any such extension if (A) the Issuing Bank has determined that it would not be permitted, 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 Section 2.17(b) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is two 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, the Required Lenders or the Borrower that one or more of the applicable conditions specified in Section 4.02 are not then satisfied, and in each such case directing the Issuing Bank not to permit such extension.

Appears in 2 contracts

Sources: Credit Agreement (Sirius Xm Holdings Inc.), Credit Agreement (Sirius Xm Radio Inc.)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) 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 (ii) the date that is five (5) Business Days prior to the Maturity Date with respect to for the Revolving Commitments pursuant to which issued (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 Letters of Credit are not in excess of such commitments))Borrower; provided that any Letter of Credit may contain customary automatic renewal provisions agreed upon by the Applicable applicable Borrower and the applicable Issuing Bank pursuant to which the expiration date of such Letter of Credit (an “Auto Renewal Letter of Credit”) shall automatically be extended for consecutive periods a period of up to twelve (12) 12 months (but not to a date later than the date set forth in clause (ii) above); provided that any such Auto Renewal Letter of Credit must permit is five Business Days prior to the Maturity Date for the applicable Borrower, unless otherwise permitted pursuant to the immediately succeeding proviso), subject to a right on the part of 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) from occurring by giving prior notice to the beneficiary thereof not later than in advance of any such renewal; provided, further that, with the prior consent of the Agent and the applicable Issuing Bank, 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 may be extended beyond the fifth Business Day prior to the Maturity Date for the applicable Borrower so long as the applicable Borrower shall have deposited, or substantially concurrently with such extension shall deposit, in an account with the applicable Issuing Bank, for the benefit of the Lenders and such Issuing Bank, as cash collateral pursuant to documentation reasonably satisfactory to the Applicable Borrower shall not be required Agent and such Issuing Bank, an amount in cash equal to make a specific request to the aggregate amount of all outstanding Letters of Credit issued for its account by such Issuing Bank for any such renewal. Once that have an Auto Renewal Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry expiration date not later than such the fifth Business Day prior to the Maturity DateDate for the applicable Borrower.

Appears in 2 contracts

Sources: Credit Agreement (Ameren Energy Generating Co), Credit Agreement (Ameren Energy Generating Co)

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 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 extensionextension 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 fifteen (515) Business Days prior to the Revolving Maturity Date. Notwithstanding the foregoing, a Letter of 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 provide cash collateral to the Administrative Agent in an amount equal to 102% of the LC Exposure pursuant to and in accordance with Section 2.06(j) with respect to such Letters of Credit on or prior to fifteen (15) days before the Revolving Commitments pursuant to which issued Maturity Date, (or if any Extended Revolving Commitments, Incremental Revolving Commitments or Other Refinancing Revolving Commitments are outstanding, y) the last Maturity Date applicable thereto (so long as obligations of the aggregate amount Borrower under this Section 2.06 in respect of such Letters of Credit are not shall survive the Revolving Maturity Date and shall remain in excess of effect until no such commitments)); provided that any Letter Letters of Credit may contain customary automatic renewal provisions agreed upon remain outstanding and (z) each Revolving Lender shall remain obligated hereunder, to the extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be returned to the Borrower by the Applicable Borrower and Administrative Agent after the Issuing Bank pursuant to which the expiration date of Revolving Maturity Date until no such Letter Letters 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); 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 such Issuing Bank, the Applicable 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) such Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than such Maturity Dateremain outstanding.

Appears in 2 contracts

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

Expiration Date. (A) 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) subject to Section 2.06(c)(B), 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), unless (1) the face amount of the requested Letter of Credit, when taken together with the face amount of all other Letters of Credit with expiry dates longer than twelve months from the date of issuance, does not exceed $10,000,000 or (2) the Required Lenders have approved such expiry date (provided that in any case with respect to clauses (1) and (2) the expiry date must be no later than the date set forth in Section 2.06(c)(A)(ii)) and (ii) the date that is five (5) Business Days prior to the Maturity Date with respect to Date. (B) If the Revolving Commitments pursuant to which issued (or if Company so requests in 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 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 Borrower and application, the Issuing Bank pursuant agrees to which the expiration date of such issue a Letter of Credit that has automatic extension provisions (each, an “Auto Renewal Auto-Extension 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); provided that any such Auto Renewal Auto-Extension Letter of Credit must permit the applicable Issuing Bank to prevent any such renewal extension at least once in each twelve 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 twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by such the Issuing Bank, the Applicable Borrower Company shall not be required to make a specific request to such the Issuing Bank for any such renewalextension. Once an Auto Renewal Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such the Issuing Bank to permit the renewal extension of such Letter of Credit at any time to an expiry date not later than the date set forth in Section 2.06(c)(A)(ii); provided, however, that the Issuing Bank shall not permit any such Maturity Dateextension if (1) the Issuing Bank has determined that it would not be permitted, 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 Section 2.06(c) or otherwise), or (2) 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 (I) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (II) from the Administrative Agent, any Lender or the Company 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 not to permit such extension.

Appears in 2 contracts

Sources: Credit Agreement (Perkinelmer Inc), Credit Agreement (Perkinelmer 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 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 Maturity Date with respect to Date; provided, that, upon the Revolving Commitments pursuant to which issued (or if Borrower’s request, 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 Letters of Credit are not in excess of such commitments)); provided that any Letter of Credit which is issued in the final year prior the Maturity Date may contain customary 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 (B) 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 automatic renewal provisions agreed upon by in accordance with the Applicable Borrower and the Issuing Bank pursuant to which the expiration date terms of such Letter of Credit (upon the occurrence of an “Auto Renewal Letter Event of Credit”) shall Default, be automatically be extended renewed for consecutive periods a successive one-year period on each anniversary of up to twelve (12) months (but not to a date later than the date set forth in clause (ii) above); 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 the issuance of such Letter of Credit) , until cancelled by giving prior the Borrower by notice to the beneficiary thereof not later than a day applicable Issuing Bank in each accordance with the terms of such twelve month period to be Letter of Credit agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by such Issuing Bank; provided, the Applicable 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) such Issuing Bank to permit the renewal of that such Letter of Credit shall expire at any time or prior to an expiry the close of business on the date that is five (5) Business Days prior to the Maturity Date if not later than such Maturity Dateearlier cancelled, unless otherwise agreed with the relevant Issuing Bank and subject to satisfactory arrangements with respect thereto as contemplated above.

Appears in 2 contracts

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

Expiration Date. Each No Letter of Credit shall expire at or prior to the close of business on 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) or such longer period as may be agreed by the applicable Issuing Bank and (ii) unless cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the relevant Issuing Bank, the date that is five (5) Business Days prior to the Latest Revolving Credit Maturity Date with respect to Date; provided that, if the Revolving Commitments pursuant to which issued (or if Borrower so requests in any Extended Revolving Commitments, Incremental Revolving Commitments or Other Refinancing Revolving Commitments are outstandingapplicable letter of credit application, the last Maturity Date applicable thereto (so long as the aggregate amount of such Letters of Credit are not relevant Issuing Bank may, in excess of such commitments)); provided that any its sole discretion, agree to issue a Letter of Credit may contain customary that has automatic renewal extension provisions agreed upon by the Applicable Borrower and the Issuing Bank pursuant to which the expiration date of such Letter of Credit (each, an “Auto Renewal Auto-Extension 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); provided that any such Auto Renewal Auto-Extension Letter of Credit must permit the applicable relevant Issuing Bank to prevent any such renewal extension at least once in each twelve 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 twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by such an Issuing Bank, the Applicable Borrower shall not be required to make a specific request to such an Issuing Bank for any such renewalextension. Once an Auto Renewal Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such the relevant Issuing Bank to permit the renewal extension of such Letter of Credit at any time to an expiry date not later than the date set forth in Section 2.05(c)(ii) (or, if cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the relevant Issuing Bank, a later date); provided, however, that the relevant Issuing Bank shall not permit any such Maturity Dateextension if (A) the relevant Issuing Bank has determined that it would not be permitted, 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 Section 2.05(c) 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 the relevant Issuing Bank not to permit such extension.

Appears in 2 contracts

Sources: Credit Agreement (Cano Health, Inc.), Credit Agreement (Jaws Acquisition Corp.)

Expiration Date. (A) Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) i)subject to Section 2.06(c)(B), 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, thereof one year after such renewal or extension) and (ii) the date that is five (5) Business Days prior to the Maturity Date with respect to Date. (B) If the Revolving Commitments pursuant to which issued (or if Company so requests in 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 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 Borrower and application, the Issuing Bank pursuant will agree to which the expiration date of such issue a Letter of Credit that has automatic extension provisions (each, an “Auto Renewal Auto-Extension 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); provided that any such Auto Renewal Auto-Extension Letter of Credit must permit the applicable Issuing Bank to prevent any such renewal extension at least once in each twelve 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 twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by such the Issuing Bank, the Applicable Borrower Company shall not be required to make a specific request to such the Issuing Bank for any such renewalextension. Once an Auto Renewal Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such the Issuing Bank to permit the renewal extension of such Letter of Credit at any time to an expiry date not later than the date set forth in Section 2.06(c) provided, however, that the Issuing Bank shall not permit any such Maturity Dateextension if (A) the Issuing Bank has determined that it would not be permitted, 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 Section 2.06(c) 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 from the Administrative Agent, the Required Lenders or the Company that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each case directing the Issuing Bank not to permit such extension.

Appears in 2 contracts

Sources: Credit Agreement (Dice Holdings, Inc.), Credit Agreement (Dice 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 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 (5LC Outside Date ) Business Days prior to after the Maturity Date with respect to the Revolving Commitments pursuant to which issued (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 Letters of Credit are not in excess of such commitments))Date; provided that any Letter of Credit with a one-year term may contain customary automatic provide for the renewal provisions agreed upon by the Applicable Borrower and the Issuing Bank pursuant to thereof for additional one-year periods (which the expiration date of such 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 in no event extend beyond the date set forth referred to in clause (ii) above); provided that any such Auto Renewal . Notwithstanding the foregoing, if the date of the required notification of intent to or not to renew or extend a Letter of Credit must permit for an additional year (the applicable Issuing Bank LC Notification Date ) occurs prior to prevent any such renewal at least once in each twelve month period (commencing with the date of issuance of Maturity Date, but such Letter of Credit) by giving prior notice to , if extended or renewed for an additional year, would expire after the beneficiary thereof not later than a day LC Outside Date, such notification may be given (in each such twelve month period to be agreed upon at the time such case of any Letter of Credit is issued. Unless otherwise directed by such Issuing Bank, that requires affirmative notification of intent to extend or renew) or withheld (in the Applicable Borrower shall not be required to make a specific request to such Issuing Bank for case of any such renewal. Once an Auto Renewal Letter of Credit has been issuedthat requires notification of intent not to extend or renew), and the Lenders shall be deemed to have authorized (but may not require) such Issuing Bank to permit the renewal maturity of such Letter of Credit at any time may extend for a period of up to one year following the date of such renewal or extension, provided that (A) on or prior to the LC Notification Date, the Borrower shall deposit cash in the Letter of Credit Account in an expiry date not amount equal to 105% of such Letter of Credit as collateral security for the Borrower s reimbursement obligations in connection therewith, such cash to be remitted to the Borrower upon and to the extent of the expiration, cancellation or other termination or satisfaction of such reimbursement obligations and (B) if requested by the Issuing Lender, the Borrower shall promptly (but in no event later than such the Maturity Date) execute and deliver a letter of credit reimbursement agreement in form and substance satisfactory to the Issuing Lender in connection with such renewal or extension.

Appears in 2 contracts

Sources: Revolving Credit, Term Loan and Guaranty Agreement, Revolving Credit, Term Loan and Guaranty Agreement

Expiration Date. Each No Letter of Credit shall expire at 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 the close any date for notice of business on the earlier of (i) the date one year after the date of the issuance of renewal set forth in such Letter of Credit (or, but in the case of any renewal or extension thereof, one year after such renewal or extension) and event at least three (ii) the date that is five (53) Business Days prior to the Maturity Date 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 respect a copy to the Revolving Commitments pursuant Administrative Agent) on or prior to which issued (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 date for notice of termination set forth in such Letters Letter of Credit are (but in any event at least thirty (30) Business Days prior to the date of automatic renewal) of its election not in excess to renew such standby Letter of such commitments)Credit (a “Notice of Termination”); provided that any the terms of each standby Letter of Credit may contain customary automatic renewal provisions agreed upon 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 Applicable Company (on behalf of the Borrower and for whose account the Letter of Credit was issued) or a Notice of Termination is given by the Issuing Bank pursuant to which the expiration date of immediately preceding sentence, such standby 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 expire on the date set forth on which it otherwise would have been automatically renewed; provided, however, that even in clause (ii) above); provided that any such Auto Renewal Letter the absence of Credit must permit receipt of a Notice of Renewal, the applicable Issuing Bank to prevent any such renewal at least once may, in each twelve month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice its discretion unless instructed to the beneficiary thereof not later than contrary by the Administrative Agent or the Company, deem that a day Notice of Renewal had been timely delivered and, in each such twelve month period to be agreed upon at the time such Letter case, a Notice of Credit is issued. Unless otherwise directed by such Issuing Bank, the Applicable 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) such Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than such Maturity Datebeen so delivered for all purposes under this Agreement.

Appears in 2 contracts

Sources: Loan Agreement (Moog Inc.), 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 (5) Business Days prior to the Maturity Date with respect to the Revolving Commitments pursuant to which issued (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 Letters Letter of Credit are not in excess of such commitments))Expiration Date; provided that if the Borrower so requests in any applicable Letter of Credit may contain customary Application, the applicable Issuing Bank shall agree to issue a standby or commercial Letter of Credit that has automatic renewal provisions agreed upon by the Applicable Borrower and the Issuing Bank pursuant to which the expiration date of such Letter of Credit (each, an “Auto 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); provided that any such Auto Auto-Renewal Letter of Credit must permit the applicable Issuing Bank to prevent any such renewal at least once in each twelve 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 twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by such the applicable Issuing Bank, the Applicable Borrower shall not be required to make a specific request to such Issuing Bank for any such renewal. Once an Auto Auto-Renewal Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) such 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 Maturity Daterenewal 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 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 by the applicable Issuing Bank in its sole discretion, a Letter of Credit may, upon the request of the Borrower, be renewed for a period beyond the date that is the Revolving Termination Date if, at the time of such request or such other time as may be agreed by the Issuing Bank, such Letter of Credit has become subject to Cash Collateralization or other arrangements satisfactory to the Issuing Bank.

Appears in 2 contracts

Sources: 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) (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 (iiB) in the case of any commercial Letter of Credit, the date that is five one hundred eighty (5180) Business Days prior to days after the Maturity Date with respect to date of the Revolving Commitments pursuant to which issued (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 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 Borrower and the Issuing Bank pursuant to which the expiration date 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 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); provided that any such Auto Auto-Renewal Letter of Credit must permit the applicable Issuing Bank to prevent any such renewal at least once in each twelve 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 twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by such the Issuing Bank, the Applicable Borrower shall not be required to make a specific request to such the Issuing Bank for any such renewal. Once an Auto Auto-Renewal Letter of Credit has been issued, the Lenders Applicable Participants shall be deemed to have authorized (but may not require) such 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 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 by the Issuing Bank in its sole discretion, a Letter of Credit may, upon the request of the Borrower, be renewed for a period beyond the date that is the Revolving Maturity DateDate if, at the time of such request or such other time as may be agreed by the Issuing Bank, such Letter of Credit has become subject to cash collateralization (at 103% of the face value of such Letter of Credit) or other arrangements satisfactory to the Issuing Bank.

Appears in 2 contracts

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

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) 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) unless otherwise consented to by the Issuing Bank and (ii) the date that is five (5) Business Days prior to the Revolving Maturity Date with respect to the Revolving Commitments pursuant to which issued (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 Letters of Credit are not in excess of such commitments))Date; provided that any Letter of Credit may contain customary automatic renewal provisions agreed upon by the Applicable Borrower and the applicable Issuing Bank pursuant to which the expiration date of such Letter of Credit (an “Auto Renewal Letter of Credit”) shall automatically be extended for consecutive periods a period of up to twelve (12) 12 months (but not to a date later than the date set forth in clause (ii) above); provided that , subject to any right on the part of such Auto Renewal Letter of Credit must permit the applicable 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 least once in each twelve month period or prior to the close of business on the earlier of (commencing with A) the date one year after the date of the issuance of such Letter of CreditCredit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) by giving and (B) the date that is five Business Days prior notice to the beneficiary thereof not later than a day in each such twelve month period to be agreed upon at Subsequent Maturity Date. Notwithstanding the time such foregoing, any Letter of Credit is issued. Unless otherwise directed by such issued hereunder may, in the sole discretion of the applicable Issuing Bank, expire after the Applicable fifth Business Day prior to the Revolving Maturity Date (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 not provide cash collateral in an amount equal to 102% of the LC Exposure in respect of any such outstanding Letter of Credit to the 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 required to make a specific request to (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 any such renewal. Once an Auto Renewal Letter the satisfaction of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such Issuing Bank to permit the renewal Borrower’s reimbursement obligations in respect of such Letter of Credit at any time until the expiration of such Letter of Credit. Any Letter of Credit issued with an expiration date beyond the fifth Business Day prior to an expiry date not later than such the Revolving Maturity Date (or the Subsequent Maturity Date, as applicable) shall, to the extent of any undrawn amount remaining thereunder on the Revolving 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 clause (d) below.

Appears in 2 contracts

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

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) 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 (ii) the date that is five (5) Business Days prior to the Revolving Maturity Date with respect to the Revolving Commitments pursuant to which issued (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 Letters of Credit are not in excess of such commitments))Date; provided that any Letter of Credit may contain customary automatic renewal provisions agreed upon by the Applicable Borrower and the applicable Issuing Bank pursuant to which the expiration date of such Letter of Credit (an “Auto Renewal Letter of Credit”) shall automatically be extended for consecutive periods a period of up to twelve (12) 12 months (but not to a date later than the date set forth in clause (ii) above); provided that any , subject to a right on the part of such Auto Renewal Letter of Credit must permit the applicable 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 least once in each twelve month period or prior to the close of business on the earlier of (commencing with A) the date one year after the date of the issuance of such Letter of CreditCredit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) by giving and (B) the date that is five Business Days prior notice to the beneficiary thereof not later than a day in each such twelve month period to be agreed upon at Subsequent Maturity Date. Notwithstanding the time such foregoing, any Letter of Credit is issued. Unless otherwise directed by such issued hereunder may, in the sole discretion of the applicable Issuing Bank, expire after the Applicable fifth Business Day prior to the Revolving Maturity Date (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 not provide cash collateral in an amount equal to 102% of the LC Exposure in respect of any such outstanding Letter of Credit to the 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 required to make a specific request to (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 any such renewal. Once an Auto Renewal Letter the satisfaction of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such Issuing Bank to permit the renewal Borrower’s reimbursement obligations in respect of such Letter of Credit at any time until the expiration of such Letter of Credit. Any Letter of Credit issued with an expiration date beyond the fifth Business Day prior to an expiry date not later than such the Revolving Maturity Date (or the Subsequent Maturity Date, as applicable) shall, to the extent of any undrawn amount remaining thereunder on the Revolving 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 clause (d) below.

Appears in 2 contracts

Sources: Credit Agreement (NCR Corp), Credit Agreement (NCR Corp)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise mutually agreed upon by the Borrower and the applicable Issuing Bank) 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 mutually agreed upon by the Borrower and the applicable Issuing Bank) after such renewal or extension) and (ii) the date that is five (5) Business Days prior to the applicable Revolving Facility Maturity Date with respect to the Revolving Commitments pursuant to which issued (or if any Extended Revolving CommitmentsDate; provided, Incremental Revolving Commitments or Other Refinancing Revolving Commitments are outstanding, the last Maturity Date applicable thereto (so long as the aggregate amount of such Letters of Credit are not in excess of such commitments)); provided that any Letter of Credit may contain customary provide for automatic renewal provisions agreed upon by or extension thereof for an additional period of up to twelve (12) months (which, in no event, shall extend beyond the Applicable Borrower and date referred to in subclause (ii) of this clause (d), except to the Issuing Bank extent Cash Collateralized or backstopped pursuant to which an arrangement reasonably acceptable to the expiration date of relevant Issuing Bank) so long as such Letter of Credit (any such 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 permits the date set forth in clause (ii) above); provided that any such Auto Renewal Letter of Credit must permit the applicable Issuing Bank to prevent any such renewal extension at least once in each twelve month (12)-month period (commencing with the date of issuance of such Auto Renewal Letter of Credit) by giving prior notice to the beneficiary thereof not later than within a day in each time period during such twelve twelve-month period to be agreed upon at the time such Auto Renewal Letter of Credit is issued; provided, further, that if the Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in subclause (ii) above but the participations of the Lenders with Revolving Facility Commitments of the applicable Class shall terminate on the applicable Revolving Facility Maturity Date. If any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five (5) Business Days prior to the Revolving Facility Maturity Date for such Class the Borrower shall provide Cash Collateral pursuant to documentation reasonably satisfactory to the Collateral Agent and the relevant Issuing Bank in an amount equal to the face amount of each such Letter of Credit on or prior to the date that is five (5) Business Days prior to such Revolving Facility Maturity Date or, if later, such date of issuance. Unless otherwise directed by such the applicable Issuing Bank, the Applicable 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) such the applicable Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than such Revolving Facility Maturity DateDate (except as otherwise provided in the second proviso to this clause (d)).

Appears in 2 contracts

Sources: Credit Agreement (EDGEWELL PERSONAL CARE Co), Credit Agreement (EDGEWELL PERSONAL CARE Co)

Expiration Date. Each Letter of Credit Facility LC shall expire at or prior to the close of business on have a stated expiration date no later than the earlier of (i) the date one (1) year after the date of the issuance of such Letter of Credit Facility LC (or, in the case of for any renewal Facility LC that has been extended, whether automatically or extension thereofby amendment, one (1) year after the then-current expiration date of such renewal or extension) Facility LC), unless otherwise agreed by the Administrative Agent and the applicable LC Issuer, and (ii) the date that is five (5) Business Days before the applicable Facility Termination Date; provided that the expiry date of a Facility LC may be up to one (1) year later than the fifth (5th) Business Day prior to the Maturity applicable Facility Termination Date if the Borrower has either (1) posted not less than thirty (30) days prior to the applicable Facility Termination Date Cash Collateral in the LC Collateral Account on terms satisfactory to the Administrative Agent in an amount equal to 105% of the LC Obligations with respect to such Facility LC, or (2) if acceptable to the applicable LC Issuer is its sole discretion, provided collateral or other alternatives acceptable to such LC Issuer in its sole discretion (in the case of clause (2), “Non-Cash Collateralized Letters of Credit”), provided that the obligations of the Revolving Commitments pursuant Lenders to which issued (or if any Extended Revolving Commitments, Incremental Revolving Commitments or Other Refinancing Revolving Commitments are outstanding, make payments to Administrative Agent for the last Maturity Date applicable thereto (so long as the aggregate amount account of such an LC Issuer under Section 2.19(e) in respect of Non-Cash Collateralized Letters of Credit are not and the obligation of the Borrower to pay the LC Fees and other fees required under Section 2.5(b) and (c) in excess respect of such commitments)); provided that any Letter Non-Cash Collateralized Letters of Credit may contain customary automatic renewal provisions agreed upon by shall in each case terminate on the Applicable Borrower applicable Facility Termination date and the Issuing Bank pursuant to which the expiration date of such Letter Non-Cash Collateralized Letters 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); 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 cease to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by such Issuing Bank, the Applicable 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) such Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than such Maturity DateFacility LCs hereunder.

Appears in 2 contracts

Sources: Modification Agreement (Tri Pointe Homes, Inc.), Modification Agreement (Tri Pointe Homes, 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 Maturity LC Commitment Termination Date with respect to for the Revolving Commitments pursuant to which issued (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 Letters of Credit are not in excess of such commitments))Issuing Bank; provided that any Letter of Credit may contain customary automatic renewal extension provisions agreed upon by the Applicable applicable Borrower and the applicable Issuing Bank pursuant to which the expiration date of such Letter of Credit (an “Auto Renewal Letter of Credit”) shall automatically be extended for consecutive periods a period of up to twelve (12) 12 months (but not to a date later than the date set forth in clause (ii) abovethat is five Business Days prior to the LC Commitment Termination Date for such Issuing Bank, unless otherwise permitted pursuant to the immediately succeeding proviso); provided that any , subject to a right on the part of 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) extension from occurring by giving prior notice to the beneficiary thereof not later than in advance of any such extension; provided further that, with the prior consent of the applicable Issuing Bank, 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 may be issued or extended with an expiration date beyond the fifth Business Day prior to the LC Commitment Termination Date for such Issuing Bank, in which case the Applicable applicable Borrower shall not be required deposit, on or prior to make a specific request the date that is 90 days prior to the LC Commitment Termination Date for such Issuing Bank, in an account with such Issuing Bank, for the benefit of the Lenders and such Issuing Bank, as cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and such Issuing Bank, an amount in cash equal to 101% of the aggregate amount of all outstanding Letters of Credit issued for its account by such Issuing Bank that have an expiration date later than the fifth Business Day prior to the LC Commitment Termination Date 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) such Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than such Maturity DateBank.

Appears in 2 contracts

Sources: Credit Agreement (Union Electric Co), Credit Agreement (Union Electric Co)

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 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 three months after the latest Stated Termination Date; provided that 91 days prior to the Maturity latest Stated Termination Date with respect 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 Revolving Commitments pursuant to which issued (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 Available Amount of such all outstanding Letters of Credit are not in excess of issued by such commitments)); provided that any Letter of Credit may contain customary automatic renewal provisions agreed upon by the Applicable Borrower and the Issuing Bank pursuant to which the that have an expiration date of such 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 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 forth aside or required to be repaid to a trustee, receiver or any other party, in clause 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 (ii) above); provided that any such Auto Renewal Letter of Credit must permit each Bank severally agrees to pay to the applicable Issuing Bank to prevent upon demand its applicable share (without duplication) of 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 amount so recovered from or repaid by such Issuing Bank, plus interest thereon from the Applicable 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) such Issuing Bank to permit the renewal date of such Letter of Credit demand to the date such payment is made at any a rate per annum equal to the Federal Funds Rate from time to an expiry date not later than such Maturity Datetime 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

Sources: 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 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 Maturity Date with respect to Date; provided, that if the Revolving Commitments pursuant to which issued (or if any Extended Revolving Commitments, Incremental Revolving Commitments or Other Refinancing Revolving Commitments are outstandingBorrower so requests, the last Maturity Date applicable thereto (so long as the aggregate amount of such Letters of Credit are not in excess of such commitments)); provided that any relevant Issuing Bank shall agree to issue a Letter of Credit may contain customary that has automatic renewal provisions agreed upon by the Applicable Borrower and the Issuing Bank pursuant to which the expiration date of such Letter of Credit (each, an “Auto 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); provided that (A) any such Auto Auto-Renewal Letter of Credit must permit the applicable such Issuing Bank to prevent any such renewal at least once in each twelve 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 twelve-month period to be agreed upon at the time such Letter of Credit is issuedissued (and such Issuing Bank shall give such notice of non-renewal to the beneficiary if so directed by the Borrower) and (B) such 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 (5) Business Days prior to Maturity Date. Unless otherwise directed notified in writing to the Borrower by such the applicable Issuing Bank, the Applicable Borrower shall not be required to make a specific request to such Issuing Bank for any such renewal. Once an Auto Auto-Renewal Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such 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 Maturity Date.; provided that the Issuing Bank shall not permit any such renewal if (i) 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 2.06 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 then satisfied

Appears in 2 contracts

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

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date 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 Maturity Date with respect to Date. If the Revolving Commitments Borrower so requests in any applicable notice given pursuant to which issued (or if any Extended Revolving CommitmentsSection 2.08(b) and an Issuing Bank agrees to do so, Incremental Revolving Commitments or Other Refinancing Revolving Commitments are outstanding, the last Maturity Date applicable thereto (so long as the aggregate amount of such Letters Issuing Bank may issue a Letter of Credit are not in excess of such commitments))that has automatic renewal provisions; provided provided, however, that any Letter of Credit may contain customary that has automatic renewal provisions agreed upon by the Applicable Borrower and the Issuing Bank pursuant to which the expiration date of such 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); provided that any such Auto Renewal Letter of Credit must permit the applicable such Issuing Bank to prevent any such renewal at least once in each twelve 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 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 Applicable Borrower shall not be required to make a specific request to such Issuing Bank for Once any such renewal. Once an Auto Renewal Letter of Credit that has automatic renewal provisions has been issued, the Lenders shall be deemed to have authorized (but may not require) such Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than such thirty (30) Business Days prior to the Maturity Date; provided, however, that such Issuing Bank shall not permit any such renewal if (i) 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, or (ii) it has received notice (which may be by telephone or in writing) on or before the day that is two (2) Business Days before the date that such Issuing Bank is permitted to send a notice of non-renewal 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.

Appears in 2 contracts

Sources: 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 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 earlier of the Maturity Date with respect to for the Revolving Commitments pursuant to which issued (or if any Extended Revolving Commitments, Incremental Revolving Commitments or Other Refinancing Revolving Commitments are outstanding, applicable Borrower and the last Maturity LC Commitment Termination Date for the applicable thereto (so long as the aggregate amount of such Letters of Credit are not in excess of such commitments))Issuing Bank; provided that any Letter of Credit may contain customary automatic renewal provisions agreed upon by the Applicable applicable Borrower and the applicable Issuing Bank pursuant to which the expiration date of such Letter of Credit (an “Auto Renewal Letter of Credit”) shall automatically be extended for consecutive periods a period of up to twelve (12) 12 months (but not to a date later than the date set forth in clause (ii) above); provided that any such Auto Renewal Letter is five Business Days prior to the earlier of Credit must permit the Maturity Date for the applicable Borrower and the LC Commitment Termination Date for such Issuing Bank, unless otherwise permitted pursuant to the immediately succeeding proviso), subject to a right on the part of 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) from occurring by giving prior notice to the beneficiary thereof not later than in advance of any such renewal; provided, further that, with the prior consent of the Agent and the applicable Issuing Bank, 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 may be issued or extended with an expiration date beyond the fifth Business Day prior to the earlier of the Maturity Date for the applicable Borrower and the LC Commitment Termination Date for such Issuing Bank, in which case the Applicable applicable Borrower shall not be required deposit on or prior to make a specific request the date 90 days prior to the earlier of the Maturity Date for the applicable Borrower and the LC Commitment Termination Date for such Issuing Bank, in an account with such Issuing Bank, for the benefit of the Lenders and such Issuing Bank, as cash collateral pursuant to documentation reasonably satisfactory to the Agent and such Issuing Bank, an amount in cash equal to 101% of the aggregate amount of all outstanding Letters of Credit issued for its account by such Issuing Bank that have an expiration date later than the fifth Business Day prior to the earlier of the Maturity Date 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) applicable Borrower and the LC Commitment Termination Date for such Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than such Maturity DateBank.

Appears in 2 contracts

Sources: Credit Agreement (Ameren Energy Generating Co), Credit Agreement (Ameren Energy Generating Co)

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 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 (5) Business Days prior to the Maturity Date with Date. With respect to the Revolving Commitments pursuant to which issued (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 Letters of Credit are not in excess of such commitments)); provided that any Letter of Credit may contain customary which contains any “evergreen” or automatic renewal provisions agreed upon by the Applicable Borrower and the Issuing Bank pursuant to which the expiration date of such 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); provided that any such Auto Renewal Letter of Credit must permit the provision, each 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 such Issuing Bank, the Applicable 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 Lender shall be deemed to have authorized (but may not require) consented to any such Issuing Bank extension or renewal, unless any such Lender shall have provided to permit the applicable Administrative Agent written notice that it declines to consent to any such extension or renewal at least thirty days prior to the date on which the applicable Letter of Credit Issuer is entitled to decline to extend or renew such Letter of 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 decline to consent to any such extension or renewal. For the avoidance of doubt, the relevant Letter of Credit Issuer shall decline any such extension or renewal if, at the time of such extension or renewal, the requirements of this Section 2.6 (including compliance with the Borrowing Limits at such time) have not been met and/or a Default or Event of Default is continuing. If the “evergreen” or other automatic renewal provisions of any time to an Letter of Credit permit the expiry date not later than or next renewal date of that Letter of Credit to extend beyond the Maturity Date, the Obligors shall fully cash collateralize such letter of Credit on terms satisfactory to the applicable Letter of Credit Issuer(s) by or on the date being 5 Business Days before the Maturity Date.

Appears in 2 contracts

Sources: Abl Credit Agreement (Univar Inc.), Abl Credit Agreement (Univar 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 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 (510) Business Days prior to the Revolving Credit Maturity Date with respect to the Revolving Commitments pursuant to which issued (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 Letters of Credit are not in excess of such commitments))Date; provided that any Letter of Credit with a one-year tenor may contain customary automatic provide for the renewal provisions agreed upon by the Applicable Borrower and the Issuing Bank pursuant to thereof for additional one-year periods (which the expiration date of such 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 in no event extend beyond the date set forth referred to in clause (ii) above); provided that any such Auto Renewal further that, notwithstanding the foregoing, a Letter of Credit must permit may expire after the Revolving Credit Maturity Date if the Borrower provides cash collateral acceptable to the applicable Issuing Bank to prevent any such renewal at least once Lender in each twelve month period its sole discretion on accordance with Section 2.06(j) no later than sixty (commencing with the date of issuance of such Letter of Credit60) by giving days prior notice to the beneficiary thereof not later than a day Revolving Credit Maturity Date. For the avoidance of doubt, if the Revolving Credit Maturity Date shall be extended pursuant to Section 2.23, “Revolving Credit Maturity Date” as referenced in each this paragraph shall refer to the Revolving Credit Maturity Date as extended pursuant to Section 2.23; provided that, notwithstanding anything in this Agreement (including Section 2.23 hereof) or any other Loan Document to the contrary, the Revolving Credit Maturity Date, as such twelve month period term is used in reference to be agreed upon at the time such any Issuing Bank or any Letter of Credit is issued. Unless otherwise directed by issued thereby, may not be extended with respect to any Issuing Bank without the prior written consent of such Issuing Bank, the Applicable 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) such Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than such Maturity Date.

Appears in 2 contracts

Sources: Credit Agreement (Papa Johns International Inc), Credit Agreement (Papa Johns International 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 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 Maturity Date with respect to the Revolving Commitments pursuant to which issued (or or, if any Extended Revolving Commitments, Incremental Revolving Commitments or Other Refinancing Revolving Commitments there are outstandingdifferent Maturity Dates hereunder, the last then earliest scheduled Maturity Date applicable thereto (so long as the aggregate amount of such Letters of Credit are not in excess of such commitments)Date); provided that any Letter of Credit may contain customary provide for the automatic renewal provisions agreed upon by the Applicable Borrower and the Issuing Bank pursuant to which thereof for additional one-year periods so long as such automatic renewal does not extend the expiration date of such 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 thereof beyond the date set forth specified in clause (ii) above); provided that provided, further that, if at any such Auto Renewal time there are different Maturity Dates hereunder, any Letter of Credit must permit may expire after the applicable Issuing Bank date specified in such clause (ii) (but in no event later than the date that is five Business Days prior to prevent any the next earliest scheduled Maturity Date at such renewal at least once in each twelve month period (commencing with time) so long as, on the date of issuance issuance, amendment, renewal or extension thereof and after giving effect thereto, (x) the total Revolving Credit Exposure would not exceed the total Commitments of such Letter the Extending Lenders (including Additional Commitment Lenders) and (y) the total LC Exposure of Credit) by the Issuing Banks (determined for these purposes without giving prior notice effect to the beneficiary thereof not later than a day in each such twelve month period participations therein of the Lenders pursuant to be agreed upon at the time such Letter this Section) with respect to Letters of Credit is issued. Unless otherwise directed by such Issuing Bank, the Applicable 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 that have authorized (but may not require) such Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date after the then earliest scheduled Maturity Date would not later than such Maturity Dateexceed the LC Sublimit.

Appears in 2 contracts

Sources: Credit Agreement (Newell Rubbermaid Inc), Credit Agreement (Newell Rubbermaid 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 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 , which renewals or extensions, subject to clause (ii) the date that is five (5) Business Days prior hereof, may be automatic pursuant to the Maturity Date with respect to the Revolving Commitments pursuant to which issued (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 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 Borrower and the Issuing Bank pursuant to which the expiration date terms of such Letter of Credit (each, an “Auto Renewal Auto-Extension 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); provided that any so long as such Auto Renewal Letter of Credit must permit the applicable Issuing Bank shall have the right to prevent any 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. Unless otherwise directed by such Issuing Bank, ) and (ii) the Applicable Borrower shall not be required date that is five (5) Business Days prior to make a specific request to such Issuing Bank for any such renewalthe Revolving Maturity Date. Once an Auto Renewal Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such the applicable Issuing Bank to permit the renewal extension of such Letter of Credit at any time to an expiry 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 permitted, 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. Notwithstanding the foregoing, a Letter of 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 provide cash collateral to the Administrative Agent pursuant to and in accordance with Section 2.06(j) on or prior to thirty (30) days before the Revolving Maturity Date in an amount equal to one hundred two percent (102%) of the LC Exposure with respect to all such Letters of Credit with expiry dates after the Revolving Maturity Date, (y) the obligations of the Borrower under this Section 2.06 in respect of such Letters of Credit shall 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, to the extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be returned to the Borrower by the Administrative Agent after the Revolving Maturity Date until no such Letters of Credit remain outstanding.

Appears in 2 contracts

Sources: 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 at or prior to the close of business on the earlier of (i) 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 (ii) the date that is five (5) Business Days prior to the Maturity Date with respect to the Revolving Commitments pursuant to which issued (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 Letters of Credit are not in excess of such commitments)); provided that any Letter of Credit may contain customary automatic renewal extension provisions agreed upon by the Applicable respective Borrower and the Issuing Bank pursuant to which the expiration date of such Letter of Credit (an “Auto Renewal Auto-Extension 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); provided that any such Auto Renewal Auto-Extension Letter of Credit must permit the applicable Issuing Bank to prevent any such renewal 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 in each such twelve month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by such the Issuing Bank, the Applicable respective Borrower shall not be required to make a specific request to such the Issuing Bank for any such renewalextension. Once an Auto Renewal Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such the Issuing Bank to permit the renewal extension of such Letter of Credit at any time to an expiry date not later than such Maturity Date.

Appears in 2 contracts

Sources: Credit Agreement (Endo, Inc.), Credit Agreement (Endo, Inc.)

Expiration Date. Each Letter of Credit Parent and Merger Subsidiary agree that, unless the Agreement is terminated in accordance with Article VIII, Merger Subsidiary shall expire at not terminate or withdraw the Tender Offer prior to the close of expiration date thereof, which shall be a date at least 20 business on the earlier of (i) days from the date of commencement thereof (the "Expiration Date"). If, at the Expiration Date, the conditions to the Tender Offer described in Annex I hereto shall not have been satisfied or earlier waived, Merger Subsidiary may extend the Expiration Date on one year or more occasions for such additional period or periods of time as Merger Subsidiary determines in its sole discretion (provided that following the 90th day after the date of the issuance this Agreement, such extensions shall be in increments of such Letter of Credit (ornot more than ten business days each) and, unless this Agreement has been terminated in the case of any renewal or extension thereofaccordance with its terms, one year after such renewal or extension) and (ii) the shall extend it until a date that is five (5) Business Days prior to the Maturity Date with respect to the Revolving Commitments pursuant to which issued (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 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 Borrower and the Issuing Bank pursuant to which the expiration date of such 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 Termination Date (as defined in clause (ii) aboveSection 8.2); provided that any such Auto Renewal Letter , if requested to do so by the Company, and Parent is otherwise going to let the Tender Offer expire without the purchase 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 such Issuing BankCommon Shares thereunder, the Applicable Borrower but shall not be required to make a specific request to such Issuing Bank for so extend if any such renewal. Once an Auto Renewal Letter of Credit has been issuedthe conditions not satisfied or earlier waived on the then-scheduled expiration date are one or more of the Minimum Tender Condition or the conditions set forth in paragraphs (b)(ii), (b)(iii) or (b)(iv) of Annex I hereto, provided that (x) if the only condition not satisfied is the Minimum Tender Condition, the Lenders satisfaction or waiver of all other conditions shall have been publicly disclosed at least five business days before termination of the Tender Offer and (y) if paragraph (b)(ii), (b)(iii) or (b)(iv) of Annex I hereto has not been satisfied and the failure to so satisfy can be deemed to have authorized remedied, the Tender Offer shall not be terminated unless the failure is not remedied within 20 days after Parent has furnished the Company with written notice of such failure. In addition, Merger Subsidiary, at its sole option, may extend the Expiration Date for an aggregate period of not more than ten business days beyond the latest expiration date that would otherwise be permitted (but may not require) such Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not in no event later than such Maturity the Termination Date.) if there shall not have been tendered sufficient Common Shares so that the Merger could be effected without a meeting of the Company's stockholders in accordance with Section 253 of the DGCL. Parent and Merger Subsidiary shall use their reasonable best efforts to consummate the Tender Offer in accordance with the terms of this Agreement and the conditions to the Tender Offer set forth in Annex I.

Appears in 2 contracts

Sources: Merger Agreement (Orion Capital Corp), Merger Agreement (Royal Group Inc/)

Expiration Date. Each No Letter of Credit shall expire at or prior to the close of business on have a stated expiry date later than the earlier of (iA) the date one year after from the date of its issuance unless the issuance of applicable Issuing Bank otherwise agrees to a later stated expiry date (including without limitation by extending the stated expiry date or allowing the stated expiry date to be automatically extended if such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extensioncontains language providing for its automatic renewal) and (iiB) the date that is five (5) seven Business Days prior to the Maturity Date with respect for the applicable Issuing Bank, unless the applicable Borrower has Cash Collateralized such Letter of Credit in an amount equal to the Revolving Commitments pursuant to which issued (or if any Extended Revolving Commitments, Incremental Revolving Commitments or Other Refinancing Revolving Commitments are outstanding, sum of the last Maturity Date applicable thereto (so long as the aggregate undrawn face amount of such Letters of Credit are not in excess of such commitments)); provided that any Letter of Credit may contain customary as of the seventh Business Day prior to such Maturity Date, plus fees and expenses related to such Letter of Credit over its remaining term. In the case of a Letter of Credit containing language providing for its automatic renewal, each Borrower acknowledges and agrees that, if any such automatic renewal provisions agreed upon by would cause the Applicable Borrower and the Issuing Bank pursuant to which the expiration stated expiry date of such Letter of Credit (an “Auto Renewal Letter of Credit”) shall automatically to be extended for consecutive periods of up to twelve (12) months (but not to a date later than seven Business Days prior to the date set forth in clause (ii) above); provided that any such Auto Renewal Letter of Credit must permit Maturity Date for the applicable Issuing Bank, such Issuing Bank may give notice to prevent any such renewal at least once in each twelve month period (commencing with the date of issuance beneficiary of such Letter of Credit) by giving prior notice to Credit that such automatic renewal shall not take place, unless the beneficiary thereof not later than a day in each such twelve month period to be agreed upon at the time applicable Borrower has Cash Collateralized such Letter of Credit is issued. Unless otherwise directed by such Issuing Bank, the Applicable Borrower shall not be required to make a specific request to such Issuing Bank for any such renewalin accordance with this Section 2.06(c). Once an Auto Renewal a Letter of Credit that provides for automatic renewal has been issued, the Lenders shall be deemed to have authorized (but may not require) such Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry a date not later than seven Business Days prior to such Issuing Bank’s Maturity Date.” (i) Section 2.06(j) of the Credit Agreement is hereby amended by inserting a new clause (iii) thereto immediately after clause (ii) thereof, which new clause (iii) shall read in full as follows:

Appears in 2 contracts

Sources: Amendment No. 2 and Extension Agreement (Williams Companies Inc), Amendment No. 2 and Extension Agreement (Transcontinental Gas Pipe Line Company, LLC)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) 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 (ii) the date that is five (5) Business Days prior to the Maturity Date with respect to the Revolving Commitments pursuant to which issued (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 Letters of Credit are not in excess of such commitments))Termination Date; provided that any Letter of Credit may contain customary automatic provide for the renewal provisions agreed upon by the Applicable Borrower and the Issuing Bank pursuant to which the expiration date of such Letter of Credit (an “Auto Renewal Letter of Credit”) shall automatically be extended thereof for consecutive additional periods of up to twelve (12) months (but not to a date later than exceed one year (which in no event extend beyond the date set forth referred to in clause (ii) above). Notwithstanding the foregoing, any 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 such Auto Renewal Designated Letter of Credit must permit remains outstanding, the applicable Issuing Bank 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 prevent any such renewal at least once in each twelve month period (commencing with Cash Collateralize the date outstanding Designated Letters of issuance of such Letter of Credit) Credit by giving prior notice to the beneficiary thereof not later than a day in Termination Date, each such twelve month period to be agreed upon at the time such outstanding Designated Letter of Credit is issued. Unless otherwise directed by shall automatically be deemed drawn in full and such Issuing Bank, the Applicable 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 requested a Revolving Credit Advance to be funded by the Lenders on the Termination Date to reimburse such drawing (but may not require) such Issuing Bank to permit with the renewal proceeds of such Revolving 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 Lender of its pro rata share of such Revolving Credit Advance to Cash Collateralize the outstanding Designated Letters of Credit on the Termination Date shall be deemed payment by such Lender in respect of its participation in each such Designated Letter of Credit at any time to an expiry date not later than such Maturity DateCredit.

Appears in 2 contracts

Sources: Five Year Revolving Credit Agreement (Rayonier Inc), First Amendment and Restatement Agreement (Rayonier Inc)

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 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 Maturity Date, provided, however, that is five (5) Business Days prior to the Maturity Date with respect to the Revolving Commitments pursuant to which issued (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 Letters of Credit are not in excess of such commitments)); provided that any a Letter of Credit (other than an Existing Letter of Credit) may contain customary automatic provide by its terms, and on terms acceptable to the applicable Issuing Bank, for renewal provisions agreed upon by for successive periods of one year or less (but not beyond the Applicable Borrower Maturity Date) unless and until the applicable Issuing Bank pursuant shall have delivered prior written notice of nonrenewal to which the expiration date beneficiary of such 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 no later than the date set forth time specified in clause such Letter of Credit (ii) abovewhich the applicable Issuing Bank shall do only if one or more of the 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 any such Auto Renewal Letter of Credit must permit the applicable Issuing Bank to prevent any may deliver such renewal at least once notice of nonrenewal in each twelve month period (commencing with the date its sole discretion and no course 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 such Issuing Bank, the Applicable Borrower dealing or other circumstance 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) require such Issuing Bank to permit the renewal of such extend or renew any Existing Letter of Credit at any time to an expiry date not later than such Maturity DateCredit.

Appears in 2 contracts

Sources: 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 one year that is 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 (5) Domestic Business Days prior to the Revolving Maturity Date with respect to the Revolving Commitments pursuant to which issued (or if any Extended Revolving CommitmentsDate; provided, Incremental Revolving Commitments or Other Refinancing Revolving Commitments are outstandinghowever, the last Maturity Date applicable thereto (so long as the aggregate amount of such Letters of Credit are not in excess of such commitments)); provided that any Letter of Credit may contain customary automatic renewal provisions agreed may, upon by the Applicable request of the applicable Borrower and the Issuing Bank pursuant to which the expiration date of or Additional Borrower, include a provision whereby such Letter of Credit (an “Auto Renewal Letter of Credit”) shall be renewed automatically be extended for additional consecutive periods of up to twelve (12) 18 months or less (but not to a date later than beyond the date set forth in clause (iithat is five Domestic Business Days prior to the Revolving Maturity Date) above); provided that any such Auto Renewal Letter of Credit must permit unless 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 notifies the beneficiary thereof not later than a day in each such twelve month period at least 30 days prior to be agreed upon at the time 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 2.22, “Revolving Maturity Date” as referenced in this paragraph shall 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 2.22; provided that, notwithstanding anything in this Agreement (including Section 2.22 hereof) or any other Loan Document to the contrary, the Revolving Maturity Date, as such term is issued. Unless otherwise directed by 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, the Applicable 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) such Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than such Maturity Date.

Appears in 2 contracts

Sources: 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 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 Maturity Date with respect to the Revolving Commitments pursuant to which issued (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 Letters Letter of Credit are not in excess of such commitments))Expiration Date; provided that if the Borrower so requests in any applicable Letter of Credit may contain customary Application, the applicable Issuing Bank shall agree to issue a standby or commercial Letter of Credit that has automatic renewal provisions agreed upon by the Applicable Borrower and the Issuing Bank pursuant to which the expiration date of such Letter of Credit (each, an “Auto 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); provided that any such Auto Auto-Renewal Letter of Credit must permit the applicable Issuing Bank to prevent any such renewal at least once in each twelve 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 twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by such the applicable Issuing Bank, the Applicable Borrower shall not be required to make a specific request to such Issuing Bank for any such renewal. Once an Auto Auto-Renewal Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) such 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 Maturity Daterenewal 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 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 by the applicable Issuing Bank in its sole discretion, a Letter of Credit may, upon the request of the Borrower, be renewed for a period beyond the date that is the Revolving Termination Date if, at the time of such request or such other time as may be agreed by the Issuing Bank, such Letter of Credit has become subject to Cash Collateralization or other arrangements satisfactory to the Issuing Bank.

Appears in 2 contracts

Sources: 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 (5) Business Days prior to the Maturity Date with respect to the Revolving Commitments pursuant to which issued (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 Letters of Credit are not in excess of such commitments)); provided that any Letter of Credit may contain customary 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 agreed upon by the Applicable Borrower and the Issuing Bank pursuant to which the expiration date of such Letter of Credit (each, an “Auto 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); provided that any such Auto Auto-Renewal Letter of Credit must permit the applicable Issuing Bank to prevent any such renewal at least once in each twelve 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 twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by such the Issuing Bank, the Applicable Borrower shall not be required to make a specific request to such the Issuing Bank for any such renewal. Once an Auto Auto-Renewal Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) such 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 thirty (30) days before the Nonrenewal Notice Date from the Revolving 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 provided further that, if agreed to by the Issuing Bank in its sole discretion, a Letter of Credit may, upon the request of the Borrower, be renewed for a period beyond the date that is the Revolving Maturity DateDate if, at the time of such request or such other time as may be agreed by the Issuing Bank, such Letter of Credit has become subject to Cash Collateralization or other arrangements satisfactory to the Issuing Bank.

Appears in 2 contracts

Sources: Credit Agreement, Credit Agreement (Zebra Technologies Corp)