Common use of Auto-Renewal Letters of Credit Clause in Contracts

Auto-Renewal Letters of Credit. If the Company so requests in any applicable Letter of Credit request (in accordance with Section 2.03(a) hereof), the applicable Issuing Bank may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal Letter of Credit”), provided that any such Auto-Renewal Letter of Credit must permit (i) the Company to prevent any such renewal by delivering written notice thereof to such Issuing Bank not less than five (5) Business Days prior to the applicable Nonrenewal Notice Date (as defined below) and (ii) such Issuing Bank to prevent any such renewal at least once during the then current term of such Letter of Credit by giving prior notice to the beneficiary thereof not later than a specified date to be agreed upon at the time such Letter of Credit is issued, which shall occur prior to the date that is thirty (30) days after the Revolving Credit Commitment Termination Date (the “Nonrenewal Notice Date”). Unless otherwise directed in writing by the applicable Issuing Bank at least thirty (30) days prior to the Nonrenewal Notice Date, the Company shall not be required to make a specific request to such Issuing Bank for any renewal of an Auto-Renewal Letter of Credit, and such Issuing Bank shall not be required to provide prior notice to the Company, the Agent or any Bank of any pending renewal of an Auto-Renewal Letter of Credit. Once an Auto-Renewal Letter of Credit has been issued, the Company and the Banks shall be deemed to have authorized the applicable Issuing Bank to permit the renewal of such Letter of Credit at any time to a date not later than ninety (90) days after the Revolving Credit Commitment Termination Date (subject to the provisions of Section 2.11(b)(ii) hereof), provided, however, that such Issuing Bank shall have no obligation to permit any renewal of an Auto-Renewal Letter of Credit 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 2.03(i) or otherwise) or (B) after giving effect to any such renewal, the expiration date of such Auto-Renewal Letter of Credit would occur more than ninety (90) days after the Revolving Credit Commitment Termination Date or the next occurring Nonrenewal Notice Date of such Auto-Renewal Letter of Credit would occur more than thirty (30) days after the Revolving Credit Commitment Termination Date; provided, further however, that the Issuing Bank shall not permit any renewal of an Auto-Renewal Letter of Credit if it has received notice (in writing) on or before the date that is three Business Days before the Nonrenewal Notice Date (1) from the Agent that the Required Banks have elected not to permit such extension or (2) from the Agent, the Required Banks or the Company that one or more of the applicable conditions specified in Sections 2.03(i) or Section 6.02 is not then satisfied or waived in accordance with Section 11.04. For the avoidance of doubt, in no event shall the issuance or renewal of one or more Auto-Renewal Letters of Credit cause the cap in the second proviso to the first sentence of Section 2.03 to be exceeded.

Auto-Renewal Letters of Credit. If the Company Borrower so requests in any applicable Letter of Credit request (in accordance with Section 2.03(a) hereof)Application, the applicable Issuing Bank Letter of Credit Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal extension provisions (each, an “Auto-Renewal Extension Letter of Credit”), ; provided that any such Auto-Renewal Extension Letter of Credit must permit (i) the Company Letter of Credit Issuer to prevent any such renewal by delivering written notice thereof to such Issuing Bank not less than five (5) Business Days prior to the applicable Nonrenewal Notice Date (as defined below) and (ii) such Issuing Bank to prevent any such renewal extension at least once during in each twelve-month period (commencing with the then current term date of issuance of such Letter of Credit Credit) by giving prior notice to the beneficiary thereof not later than a specified date day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued, which shall occur prior to the date that is thirty (30) days after the Revolving Credit Commitment Termination Date (the “Nonrenewal Notice Date”). Unless otherwise directed in writing by the applicable Issuing Bank at least thirty (30) days prior to the Nonrenewal Notice DateLetter of Credit Issuer, the Company Borrower shall not be required to make a specific request to such Issuing Bank the Letter of Credit Issuer for any renewal of an Auto-Renewal Letter of Credit, and such Issuing Bank shall not be required to provide prior notice to the Company, the Agent or any Bank of any pending renewal of an Auto-Renewal Letter of Creditextension. Once an Auto-Renewal Extension Letter of Credit has been issued, the Company and the Banks Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Bank Letter of Credit Issuer to permit the renewal extension of such Letter of Credit at any time to a an expiry date not later than ninety (90) days after the Revolving Letter of Credit Commitment Termination Date (subject to the provisions of Section 2.11(b)(ii) hereof), Expiration Date; provided, however, that such Issuing Bank shall have no obligation to permit any renewal of an Auto-Renewal the Letter of Credit Issuer shall not permit any such extension if (A) such Issuing Bank the Letter of Credit Issuer has determined that it would not be permitted, or would have no obligation obligation, at such time to issue such Letter of Credit in its renewed revised form (as extended) under the terms hereof (by reason of the provisions of Section 2.03(i) or otherwise) hereof, or (B) after giving effect to any such renewal, the expiration date of such Auto-Renewal Letter of Credit would occur more than ninety (90) days after the Revolving Credit Commitment Termination Date or the next occurring Nonrenewal Notice Date of such Auto-Renewal Letter of Credit would occur more than thirty (30) days after the Revolving Credit Commitment Termination Date; provided, further however, that the Issuing Bank shall not permit any renewal of an Auto-Renewal Letter of Credit if it has received notice (which may be by telephone or in writing) on or before the date day that is three seven Business Days before the Nonrenewal Non-Extension Notice Date (1) from the Administrative Agent that the Required Banks Lenders have elected not to permit such extension or (2) from the Administrative Agent, the Required Banks any Lender or the Company Borrower that one or more of the applicable conditions specified in Sections 2.03(i) or Section 6.02 6.2 is not then satisfied or waived satisfied, and in accordance with Section 11.04. For each such case directing the avoidance of doubt, in no event shall the issuance or renewal of one or more Auto-Renewal Letters Letter of Credit cause the cap in the second proviso Issuer not to the first sentence of Section 2.03 to be exceededpermit such extension.