Common use of Expiration Date Clause in Contracts

Expiration Date. Each Letter of Credit 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 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 on such terms and subject to such conditions as may be agreed to between such Issuing Bank, the Company and the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of any Letter of Credit (i) shall be set forth in a notice delivered by the Company to the Administrative Agent promptly after the extension of the date of expiration of such Letter of Credit and (ii) shall for all purposes of this Agreement be deemed to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit beyond the Maturity Date, will be deemed to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under such Letter of Credit after the Maturity Date.

Appears in 6 contracts

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

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

Appears in 6 contracts

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

Expiration Date. Each No Letter of Credit shallshall 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, except as provided below in this paragraphany standby Letter of Credit may, expire at 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 extensionevent at least two (2) and (ii) the date that is five Business Days prior to the Maturity Date. Any date of the proposed renewal of such standby Letter of Credit) and upon fulfillment of the applicable conditions set forth in Article III unless the Issuing Bank shall have notified the Borrower (with a copy to the Agent) on or prior to the date for notice of termination set forth in such Letter of Credit 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 (but in this paragraph, no Letter of Credit may be extended automatically or otherwise beyond the date that is five any event at least thirty (30) 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 automatic renewal) of its election not to renew such Letter of Credit to a date after the date that is five Business Days prior to the Maturity Date on such terms and subject to such conditions as may be agreed to between such Issuing Bank, the Company and the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of any standby Letter of Credit (i) shall be set forth in a notice delivered by “Notice of Termination”); provided that the Company to the Administrative Agent promptly after the extension terms of the date of expiration of such each standby Letter of Credit and that is automatically renewable annually shall not permit the expiration date (iiafter giving effect to any renewal) 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 standby Letter of Credit beyond in any event to be extended to a date later than one (1) Business Day before the Revolving Credit Maturity Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the Issuing Bank pursuant to the immediately preceding sentence, will such standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal, the Issuing Bank may, in its discretion unless instructed to the contrary by the Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and, in such case, a Notice of Renewal shall be deemed to have agreed that no Lender shall have any obligation been so delivered for all purposes under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under such Letter of Credit after the Maturity Datethis Agreement.

Appears in 6 contracts

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

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, 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 (3) Business Days prior to the Revolving Credit 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” Date (unless other provisions on terms or arrangements reasonably acceptable satisfactory to the applicable Issuing Bank; provided thatBank and Revolver Administrative Agent shall have been made with respect to such Letter of Credit, except as provided below but which shall include the release by the relevant Issuing Bank of each applicable Revolving Credit Lender from its participation obligations hereunder with respect to such Letter of Credit). If the applicable Revolver Borrower so requests in this paragraphany notice requesting the issuance of a Letter of Credit, no the applicable Issuing Bank shall issue a Letter of Credit may that has automatic renewal provisions (each, an “Auto Renewal Letter of Credit”); provided that the applicable Revolver Borrower shall be extended automatically or otherwise beyond required to make a specific request to the applicable Issuing Bank for any such renewal. Once an Auto Renewal Letter of Credit has been issued, the applicable Revolving Credit Lenders shall be deemed to have authorized the renewal of such Letter of Credit at any time to an expiry date not later than the earlier of (i) the date that is five 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 Date. Notwithstanding Date (unless other provisions or arrangements reasonably satisfactory to the foregoing, any applicable Issuing Bank in shall have been made with respect of any outstanding 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 may extend Lender from its participation obligations hereunder with respect to such Letter of Credit); provided that the date of expiration of 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 to a date after in its renewed form under the date that is five Business Days prior to the Maturity Date on such terms and subject to such conditions as may be agreed to between such Issuing Bank, the Company and the applicable Borrower, and any agreement made hereof (by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of any Letter of Credit (i) shall be set forth in a notice delivered by the Company to the Administrative Agent promptly after the extension reason of the date provisions of expiration of such Letter of Credit and (ii) shall for all purposes of this Agreement be deemed to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit beyond the Maturity Date, will be deemed to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under such Letter of Credit after the Maturity Date4.2 or otherwise).

Appears in 6 contracts

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

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, (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 Business Days prior to the Stated Maturity DateDate (except to the extent Cash Collateralized or backstopped pursuant to arrangements satisfactory to the relevant Issuing Bank when required in accordance with Section 2.05(l)). Any If the Borrower so requests in any applicable Letter of Credit may provide by Request, the Issuing Bank may, in its terms that it may be extended for additional successive one-year periods under customary “evergreen” provisions on terms reasonably acceptable sole and absolute discretion, agree to the applicable Issuing Bank; provided that, except as provided below in this paragraph, no issue a Letter of Credit may be extended automatically or otherwise beyond that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date that of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Issuing Bank, the Borrower shall not be required to make a specific request to the Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than the five Business Days prior to the Stated Maturity Date. Notwithstanding ; provided, however, that (i) the foregoing, any Issuing Bank in respect of shall not permit any outstanding 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 extend permit the date of expiration extension of such Letter of Credit to a date after the an expiry date that is later than the five Business Days prior to the Stated Maturity Date on such terms and subject (but in any case to such conditions a date that is no later than twelve months since the expiry date as may be agreed to between such Issuing Bank, the Company and the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of any Letter of Credit (i) shall be set forth in a notice delivered by the Company to the Administrative Agent promptly after the extension of the date of expiration of last auto-extension), provided that such Letter of Credit and (ii) shall for all purposes of this Agreement be deemed is Cash Collateralized or otherwise backstopped pursuant to be a covenant contained arrangements satisfactory to the relevant Issuing Bank when required in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit beyond the Maturity Date, will be deemed to have agreed that no Lender shall have any obligation under accordance with Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under such Letter of Credit after the Maturity Date2.05(l).

Appears in 5 contracts

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

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, the date to which it has been extended (not in excess of one year after such renewal or extensionfrom the last applicable expiry date)) and (ii) the date that is five the fifth (5th) Business Days Day prior to the Revolving Maturity Date. Any ; provided that if such expiry date is not a Business Day, such Letter of Credit may provide by its terms shall expire at or prior to the close of business on the next succeeding Business Day; provided, further, that it may any Letter of Credit may, upon the request of a Revolving Borrower, include a provision whereby such Letter of Credit shall be renewed or extended automatically for additional successive oneconsecutive periods of one year or less (but not beyond the date that is the fifth (5th) Business Day prior to the Revolving Maturity Date) unless the applicable Issuing Bank notifies the beneficiary thereof within the time period specified in such Letter of Credit or, if no such time period is specified, at least thirty (30) days prior to the then-year periods under customary “evergreen” provisions applicable expiration date, that such Letter of Credit will not be renewed or extended; provided, further, that a Letter of Credit shall not be required to expire on terms such fifth (5th) Business Day prior to the Revolving Maturity Date if such Letter of Credit is cash collateralized or backstopped in an amount, by an institution and otherwise pursuant to arrangements, in each case reasonably acceptable to the applicable Issuing Bank; provided that. For the avoidance of doubt, except as provided below in this paragraph, no Letter of Credit may be extended automatically or otherwise beyond if the date that is five Business Days Revolving Maturity Date occurs 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 on such terms and subject to such conditions as may be agreed to between such Issuing Bank, the Company and the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of any Letter of Credit (i) shall be set forth in as a notice delivered by the Company to the Administrative Agent promptly after the extension result of the date last proviso in the foregoing sentence, then upon the taking of expiration actions described in such proviso with respect to such Letter of Credit, all participations in such Letter of Credit and (ii) under the terminated Revolving Commitments shall for all purposes of this Agreement be deemed to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit beyond the Maturity Date, will be deemed to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under such Letter of Credit after the Maturity Dateterminate.

Appears in 5 contracts

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

Expiration Date. Each In no event shall the expiration date of any Letter of Credit shall, except as provided below in this paragraph, expire at or prior to the close of business on the earlier of (i) the date be more than one year after the date of the issuance of such Letter of Credit thereof (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and or (ii) the date that is be less than five Business Days prior to the Initial Scheduled Maturity Date (or, with respect to any Letter of Credit Issued by any Issuer that has consented to an Extension Request, if each of the conditions set forth in Section 2.21(b) with respect to such Extension Request shall have been satisfied, the applicable extended Maturity Date. Any ), unless cash collateralized or backstopped prior to the relevant date of issuance pursuant to arrangements satisfactory to the applicable Issuer; provided, however, that any Letter of Credit may provide by its terms that it may be extended provide, in the sole discretion of the applicable Issuer, for the renewal thereof for additional successive one-year periods under customary “evergreen” provisions less than or equal to one year, as long as, (x) on terms reasonably acceptable to or before the applicable Issuing Bank; provided thatexpiration of each such term and each such period, except as provided below in this paragraph, no Letter each of Credit may be extended automatically or otherwise beyond the date that is five Business Days prior to Applicant and the Maturity Date. Notwithstanding the foregoing, any Issuing Bank in respect of any outstanding Letter of Credit may extend the date of expiration Issuer of such Letter of Credit shall have the option to a date after prevent such renewal and (y) neither the date that is five Business Days prior to Applicant nor the Maturity Date on Issuer shall permit any such terms and subject to such conditions as may be agreed to between such Issuing Bank, the Company and the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so renewal to extend the expiration date of expiration of any Letter of Credit (i) shall be set forth in a notice delivered by the Company to the Administrative Agent promptly after the extension of the date of expiration of such Letter of Credit and (ii) shall for all purposes of this Agreement be deemed to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit beyond the Maturity Datedate set forth in clause (ii) above, will unless cash collateralized or backstopped prior to the date of such renewal pursuant to arrangements satisfactory to the applicable Issuer. Subject to the foregoing clauses (x) and (y), if any Letter of Credit providing for the automatic renewal thereof has been Issued by any Issuer, the Lenders shall be deemed to have agreed that no Lender shall have any obligation under Section 2.04(dauthorized (but may not require) in respect such Issuer to permit the extension of any LC Disbursement resulting from a drawing made under such Letter of Credit after the Maturity DateCredit.

Appears in 5 contracts

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

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, 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 (y) the date that is five days prior to the Revolving Maturity Date. If Borrower so requests in any Letter of Credit Request, the Issuing Bank may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal Letter of Credit”); provided that (i) any such Auto-Renewal Letter of Credit must permit the Issuing Bank to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued and (ii) the Issuing Bank will not permit the renewal of any Letter of Credit that would result in the expiration date of such Letter of Credit being later than the date that is five days prior to the Revolving Maturity Date. Unless otherwise directed by the Issuing Bank, Borrower shall not be required to make a specific request to the Issuing Bank for any such renewal. Once an Auto-Renewal Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) the Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the date that is five Business Days days prior to the Revolving Maturity Date. Any Letter of Credit may provide by its terms ; provided that the Issuing Bank shall not permit any such renewal if (x) the Issuing Bank has determined that it may be extended for additional successive one-year periods under customary “evergreen” provisions on terms reasonably acceptable would have no obligation at such time 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 issue such Letter of Credit to a date after 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 that is five Business Days prior which has been agreed upon pursuant to the Maturity Date on such terms and subject to such conditions as may be agreed to between such Issuing Bankproviso of the first sentence of this paragraph, the Company and the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of any Letter of Credit (i1) shall be set forth in a notice delivered by the Company to from the Administrative Agent promptly after that any Revolving Lender directly affected thereby has elected not to permit such renewal or (2) from the extension Administrative Agent, any Lender or Borrower that one or more of the date of expiration of such Letter of Credit and (ii) shall for all purposes of this Agreement be deemed to be a covenant contained applicable conditions specified in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit beyond the Maturity Date, will be deemed to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under such Letter of Credit after the Maturity Date4.01 are not then satisfied.

Appears in 5 contracts

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

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, 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 Business Days prior to the Revolving Credit Maturity Date. Any , unless such Letter of Credit may provide expires by its terms on an earlier date; provided, however, 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 a Letter of Credit may may, upon the request of the U.S. Borrower, include a provision whereby such Letter of Credit shall be extended renewed automatically for additional consecutive periods of 12 months or otherwise less (but not beyond the date that is five Business Days prior to the Revolving Credit Maturity Date. Notwithstanding ) unless the foregoing, any Issuing Bank notifies the beneficiary thereof at least 30 days (or such longer period as may be specified in respect such Letter of Credit) prior to the then-applicable expiration date that such Letter of Credit will not be renewed; provided, further, that any outstanding such Letter of Credit may extend expire after the date of expiration Revolving Credit Maturity Date so long as it is a condition to the issuance of such Letter of Credit to a date after that the date that is five Business Days U.S. Borrower, at least 10 days prior to the Revolving Credit Maturity Date on Date, collateralizes (by means of cash or letters of credit) such terms and subject to such conditions as may be agreed to between such Issuing Bank, the Company and the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of any Letter of Credit (i) shall be set forth on terms reasonably acceptable to the Issuing Bank and, in a notice delivered such event, acceptance by the Company to the Administrative Agent promptly after the extension Issuing Bank of the date of expiration collateral in respect of such Letter of Credit and (ii) shall for all purposes will relieve each Revolving Credit Lender of this Agreement be deemed its obligation to be a covenant contained participate in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit beyond the Maturity Date, will be deemed to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under such Letter of Credit after the Maturity Datetermination of the Revolving Credit Commitments in accordance with this Agreement.

Appears in 4 contracts

Samples: 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, except as provided below in this paragraph, 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 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 Expiration Date. If Borrower so requests in this paragraph, no any Letter of Credit may be extended automatically or otherwise beyond Request, the date that is five Business Days prior to the Maturity Date. Notwithstanding the foregoing, any Issuing Bank in respect of any outstanding shall issue a Letter of Credit may extend that has automatic renewal provisions (each, an “Auto-Renewal Letter of Credit”); provided that any such Auto-Renewal Letter of Credit must permit the Issuing Bank to prevent any such renewal at least once in each twelve-month period (commencing with the date of expiration issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Issuing Bank, Borrower shall not be required to make a specific request to the Issuing Bank for any such renewal. Once an Auto-Renewal Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) the Issuing Bank to permit the renewal of such Letter of Credit at any time to a an expiry date after not later than the date that is five Business Days prior to the Maturity Date on such terms and subject to such conditions as may be agreed to between such Issuing Bank, the Company and the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend earlier of (i) one year from the date of expiration of any such renewal and (ii) the Letter of Credit (i) Expiration Date; provided that the Issuing Bank shall be set forth in a notice delivered by not permit any such renewal if the Company Issuing Bank has determined that it would have no obligation at such time to the Administrative Agent promptly after the extension of the date of expiration of issue such Letter of Credit and in its renewed form under the terms hereof (iiby reason of the provisions of Section 2.18(l) shall for all purposes of this Agreement be deemed to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit beyond the Maturity Date, will be deemed to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under such Letter of Credit after the Maturity Dateor otherwise).

Appears in 4 contracts

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

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, shall expire at or prior to the close of business on the earlier date specified therein; provided that no Issuing Bank shall be required to issue, amend, extend or renew any Letter of (i) Credit if the expiration date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is five Business Days prior to the 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 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. Notwithstanding the foregoing, any No Issuing Bank in respect of shall be required to issue, amend, extend or renew any outstanding Letter of Credit may extend if the expiration date of expiration of such Letter of Credit to a date extends beyond one year after the date that is five Business Days prior to the Maturity Date on of such terms and subject to such conditions as may be agreed to between issuance, amendment, extension or renewal unless such Issuing Bank, the Company and the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of otherwise agrees; provided that any Letter of Credit may provide for the automatic extension thereof for any number of additional periods each of up to one or two years in duration (i) shall be set forth in a notice delivered by the Company pursuant to arrangements reasonably satisfactory to the Administrative Agent promptly after the extension of the date of expiration of such Letter of Credit and (ii) shall for all purposes of this Agreement be deemed to be a covenant contained in Article VI hereof. Each relevant Issuing Bank, by extending the date of expiration of any Letter of Credit beyond the Maturity Date, will be deemed to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under such Letter of Credit after the Maturity Date).

Appears in 4 contracts

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

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is five Business Days prior to the Revolving Maturity Date. Any Letter Date (unless such Letters of Credit may provide by its terms that it may be extended for additional successive one-year periods under customary “evergreen” provisions have been cash collateralized or backstopped on terms or prior to such fifth Business Day pursuant to arrangements reasonably acceptable satisfactory to the applicable Issuing Bank); provided that, except as provided below in this paragraph, no that (x) any Letter of Credit may may, upon the request of the Borrower, include a provision whereby such Letter of Credit shall be extended renewed automatically or otherwise for additional periods (but not beyond the date that is five Business Days prior to the Revolving Maturity Date. Notwithstanding 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 foregoing, any 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 outstanding Letter 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 may extend the date associated with such Class of expiration of such Letter of Credit to a date after the date that is five Business Days prior Revolving Commitments, to the Revolving Maturity Date on such terms and subject in respect of any Class of Revolving Commitments as extended pursuant to such conditions as may be agreed Section 2.22; provided that, notwithstanding anything in this Agreement (including Section 2.22 hereof) or any other Loan Document to between such Issuing Bankthe contrary, the Company and the applicable BorrowerRevolving Maturity Date, and as such term is used in reference to any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of or any Letter of Credit (i) shall issued thereby, may not be set forth in a notice delivered by extended with respect to any Issuing Bank without the Company to the Administrative Agent promptly after the extension of the date of expiration prior written consent of such Letter of Credit and (ii) shall for all purposes of this Agreement be deemed to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit beyond the Maturity Date, will be deemed to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under such Letter of Credit after the Maturity Date.

Appears in 4 contracts

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

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, 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 Business Days thirty (30) days prior to the Maturity Date. Any Date of the Revolving Facility (unless fully cash collateralized in a manner satisfactory to the 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 the then-current Maturity Date of the Revolving Facility); provided that any Letter of Credit with a one (1)-year term may provide by its terms that it may be extended for the automatic renewal thereof for additional successive one-year one (1)-year periods under customary “evergreen” provisions on terms reasonably acceptable (which shall in no event extend beyond the date referred to the applicable Issuing Bank; provided that, except in clause (ii) above) so long as provided below in this paragraph, no such Letter of Credit may be extended automatically or otherwise beyond permits such Issuing Bank to prevent any such extension at least once in each twelve (12)-month period (commencing with the date that is five Business Days of issuance of such Letter of Credit) by giving prior notice of non-renewal to the beneficiary thereof not later than thirty (30) days prior to the Maturity Date. Notwithstanding the foregoing, any Issuing Bank in respect of any outstanding Letter of Credit may extend the then-applicable expiration date of expiration of such Letter of Credit to a date after (the date that is five Business Days prior to the Maturity Date on such terms and subject to such conditions as may be agreed to between such Issuing Bank, the Company and the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce “Non-Extension Notice Date”). Once an Issuing Bank so to extend the date of expiration of any automatic renewal Letter of Credit (i) has been issued, the other Revolving Lenders shall be set forth in a notice delivered by the Company deemed to the Administrative Agent promptly after have authorized Issuing Bank that issued such Letter of Credit to permit the extension of the date of expiration of such Letter of Credit and at any time to an expiry date not later than the date referred to in clause (ii) above; provided that such Issuing Bank shall for all purposes 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 this Agreement be deemed Default has occurred and is continuing directing the Issuing Bank not to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit beyond the Maturity Date, will be deemed to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under permit such Letter of Credit after the Maturity Dateextension.

Appears in 4 contracts

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

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, 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 Business Days prior to the Revolving Maturity Date. Any ; provided that any Letter of Credit may provide contain customary automatic renewal provisions agreed upon by its terms that it may the Borrower and the applicable Issuing Bank pursuant to which the expiration date of such Letter of Credit shall automatically be extended for additional successive one-year periods under customary “evergreen” provisions a period of up to 12 months (but not to a date later than the date set forth in clause (ii) above), subject to a right on terms reasonably acceptable the part of such Issuing Bank to prevent any such renewal from occurring by giving notice to the applicable Issuing Bankbeneficiary in advance of any such renewal; and provided thatfurther that if there exist any Incremental Revolving Commitments having a maturity date later than the Revolving Maturity Date (the “Subsequent Maturity Date”), except then, so long as provided below the aggregate LC Exposure in this paragraphrespect 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, no the Borrower may request the issuance of a Letter of Credit may be extended automatically that shall expire at or otherwise beyond prior to the close of business on the earlier of (A) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (B) the date that is five Business Days prior to the Subsequent Maturity Date. Notwithstanding the foregoing, any Letter of Credit issued hereunder may, in the sole discretion of the applicable Issuing Bank Bank, expire after the fifth Business Day prior to the Maturity Date (or the Subsequent Maturity Date) but on or before the date that is 90 days after the Maturity Date (or the Subsequent Maturity Date), provided that the Borrower hereby agrees that it shall provide cash collateral in an amount equal to 102% (or such other percentage as may be agreed with the applicable Issuing Bank) of the LC Exposure in respect of any such outstanding Letter of Credit may extend to the date of expiration of such Letter of Credit to a date after the date that is applicable Issuing Bank at least five Business Days prior to the Maturity Date on (or Subsequent Maturity Date, if applicable), which such terms amount shall be (A) deposited by the Borrower in an account with and subject to such conditions as may be agreed to between in the name of such Issuing Bank, the Company Bank and the applicable Borrower, and any agreement made (B) held by the Company or the applicable Borrower to induce an such Issuing Bank so to extend for the date satisfaction of expiration the Borrower’s reimbursement obligations in respect of any such Letter of Credit (i) shall be set forth in a notice delivered by until the Company to the Administrative Agent promptly after the extension of the date of expiration of such Letter of Credit. Any Letter of Credit and issued with an expiration date beyond the fifth Business Day prior to the Maturity Date (iior the Subsequent Maturity Date, as applicable) shall for all purposes shall, to the extent of this Agreement be deemed any undrawn amount remaining thereunder on the Maturity Date (or the Subsequent Maturity Date, if applicable), cease to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit beyond Credit” outstanding under this Agreement for purposes of the Maturity Date, will be deemed Revolving Lenders’ obligations to have agreed that no Lender shall have any obligation under Section 2.04(d) participate in respect of any LC Disbursement resulting from a drawing made under such Letter Letters of Credit after the Maturity Datepursuant to paragraph (d) below.

Appears in 4 contracts

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

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is five Business Days prior to the Revolving Maturity Date. Any Letter Date (unless such Letters of Credit may provide by its terms that it may be extended for additional successive one-year periods under customary “evergreen” provisions have been cash collateralized or backstopped on terms or prior to such fifth Business Day pursuant to arrangements reasonably acceptable satisfactory to the applicable Issuing Bank); provided that, except as provided below in this paragraph, no that (x) any Letter of Credit may may, upon the request of the Borrower, include a provision whereby such Letter of Credit shall be extended renewed automatically or otherwise for additional periods (but not beyond the date that is five Business Days prior to the Revolving Maturity Date. Notwithstanding 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 foregoing, any 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 outstanding Letter 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 may extend the date associated with such Class of expiration of such Letter of Credit to a date after the date that is five Business Days prior Revolving Commitments, to the Revolving Maturity Date on such terms and subject in respect of any Class of Revolving Commitments as extended pursuant to such conditions as may be agreed Section 2.22; provided that, notwithstanding anything in this Agreement (including Section 2.22 hereof) or any other Loan Document to between such Issuing Bankthe contrary, the Company and the applicable BorrowerRevolving Maturity Date, and as such term is used in reference to any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of or any Letter of Credit (i) shall issued thereby, may not be set forth in a notice delivered by extended with respect to any Issuing Bank without the Company to the Administrative Agent promptly after the extension of the date of expiration prior written consent of such Letter of Credit and (ii) shall for all purposes of this Agreement be deemed to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit beyond the Maturity Date, will be deemed to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under such Letter of Credit after the Maturity Date.

Appears in 3 contracts

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

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, 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 Business Days prior to the Revolving Maturity DateDate (applicable to the Class of Revolving Commitments with the Latest Maturity Date held by the Issuing Bank which issued such Letter of Credit). Any If the Borrower so requests in any applicable letter of credit application, the applicable Issuing Bank may, in its discretion, agree to issue a Letter of Credit may provide by its terms that it may be extended for additional successive onehas automatic extension provisions (each, an “Auto-year periods under customary “evergreen” provisions on terms reasonably acceptable to Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the applicable Issuing Bank; provided that, except as provided below Bank to prevent any such extension at least once in this paragraph, no each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit may be extended automatically or otherwise beyond the date that is five Business Days issued, but not less than 30 days prior to the Maturity Datescheduled expiration or renewal thereof. Notwithstanding Unless otherwise directed by the foregoingIssuing Bank, any the Borrower shall not be required to make a specific request to the Issuing Bank in respect of for any outstanding such extension. Once an Auto-Extension Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may extend not require) the date of expiration Issuing Bank to permit the extension of such Letter of Credit at any time to a an expiry date after not later than the date that is five Business Days prior to the Maturity Date on such terms and subject to such conditions as may be agreed to between such Issuing Bank, the Company and the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of any Letter of Credit (i) shall be set forth in a notice delivered by clause (ii) above; provided, however, that the Company applicable 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 the Administrative Agent promptly after the extension of the date of expiration of 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 (ii) shall for all purposes of this Agreement be deemed in each such case directing the Issuing Bank not to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit beyond the Maturity Date, will be deemed to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under permit such Letter of Credit after the Maturity Dateextension.

Appears in 3 contracts

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

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, 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 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 set forth below in this paragraphwith respect to Collateralized Letters of Credit, 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 on such terms and subject to such conditions as may be agreed to between such Issuing Bank, (the Company and “LC Expiration Date”); provided that at the request of the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of any Letter of Credit (i) shall be set forth may provide for automatic renewals for additional periods of up to one year subject to a right on the part of the applicable Issuing Bank to prevent any such renewal from occurring by giving notice to the beneficiary during a specified period in a advance of any such renewal, and the failure of such Issuing Bank to give such notice delivered by the Company to the Administrative Agent promptly after the end of such period shall for all purposes hereof be deemed an extension of the date of expiration of such Letter of Credit and 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) shall for all purposes of this Agreement be deemed to be a covenant contained in Article VI hereof. Each the preceding sentence, (A) any Collateralized Letter of Credit may, with the consent of the Issuing BankBank that issued such Collateralized Letter of Credit, by extending expire on any date following the date of expiration of LC Expiration Date and (B) any Letter of Credit beyond that contains a customary “evergreen” provision may renew pursuant to such evergreen provision to an expiration date following the Maturity Date, will be deemed to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under Expiration Date if such Letter of Credit after becomes a Collateralized Letter of Credit at least 15 Business Days prior to the Maturity Datelatest date upon which the applicable Issuing Bank would be entitled to terminate such Letter of Credit prior to its automatic renewal pursuant to such “evergreen” provision.

Appears in 3 contracts

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

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, 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 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 Revolving Maturity Date. Notwithstanding the foregoing, any Issuing Bank in respect of any outstanding a Letter of Credit may extend the date of have an expiration of such Letter of Credit to a date after the date that is five Business Days prior to not more than twelve (12) months after the Revolving Maturity Date on such terms and subject to such conditions so long as may be agreed to between such Issuing Bank, the Company and (x) the applicable Borrower, and any agreement made by the Company or the applicable Revolving Borrower to induce an Issuing Bank so to extend the date of expiration of any Letter of Credit (i) shall be set forth in a notice delivered by the Company provide cash collateral to the Administrative Agent promptly 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 extension of the date of expiration of such Letter of Credit and (ii) shall for all purposes of this Agreement be deemed to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit beyond the Revolving Maturity Date, will be deemed to have agreed that no Lender shall have any obligation (y) the obligations of the applicable Revolving Borrower under this Section 2.04(d) 2.06 in respect of any LC Disbursement resulting from a drawing made under such Letter 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 applicable Revolving Borrower by the Administrative Agent after the Revolving Maturity DateDate until no such Letters of Credit remain outstanding.

Appears in 3 contracts

Samples: Credit and Term Loan Agreement, Assignment and Assumption (Cooper Companies, Inc.), Revolving Credit and Term Loan Agreement (Cooper Companies Inc)

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, 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 Business Days prior to the Revolving Maturity Date. Any ; provided 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 expire after such date with the consent of the applicable Issuing BankBank 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 Maturity Date applicable to such Lender unless otherwise consented to by such Lender); provided that, except as provided below in this paragraph, no 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 shall automatically be extended automatically for a period of up to 12 months (but not to a date later than the date set forth in clause (ii) above), subject to a right on the part of such Issuing Bank to prevent any such renewal from occurring by giving notice to the beneficiary in advance of any such renewal; and provided further that if there exist any Extended Revolving Commitments having a maturity date later than the Revolving Maturity Date (the “Subsequent Maturity Date”), then, so long as the aggregate LC Exposure in respect of Letters of Credit expiring after the Revolving Maturity Date will not exceed the lesser of the Letter of Credit Sublimit and the aggregate amount of such Extended Revolving Commitments, the Borrower Representative may request the issuance of a Letter of Credit that shall expire at or otherwise beyond prior to the close of business on the earlier of (A) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (B) the date that is five Business Days prior to the 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 on such terms and subject to such conditions as may be agreed to between such Issuing Bank, the Company and the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of any Letter of Credit (i) shall be set forth in a notice delivered by the Company to the Administrative Agent promptly after the extension of the date of expiration of such Letter of Credit and (ii) shall for all purposes of this Agreement be deemed to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit beyond the Maturity Date, will be deemed to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under such Letter of Credit after the Subsequent Maturity Date.

Appears in 3 contracts

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

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is five Business Days prior to the Revolving Maturity Date. Any If the Borrower so requests in any applicable 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 application, the applicable Issuing Bank; provided thatBank may, except as provided below in this paragraphits sole discretion, no agree to issue a Letter of Credit may that has automatic extension provisions, whereby such Letter of Credit shall be extended renewed automatically for additional consecutive periods of one year or otherwise less (but not beyond the date that is five Business Days prior to the Revolving Maturity Date. Notwithstanding the foregoing) (each, an “Auto-Extension Letter of Credit”); provided that any Issuing Bank in respect of any outstanding such Auto-Extension Letter of Credit may extend must permit such Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of expiration issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Bank, the Borrower shall not be required to make a specific request to such Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Bank to permit the extension of such Letter of Credit at any time to a an expiry date after not later than the date that is five fifth Business Days 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 on such terms and subject shall be extended pursuant to such conditions Section 2.21, “Revolving Maturity Date” as may be agreed referenced in this paragraph shall refer to between such Issuing Bankthe 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 Company and the applicable BorrowerRevolving Maturity Date, and as such term is used in reference to any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of or any Letter of Credit (i) shall issued thereby, may not be set forth in a notice delivered by extended with respect to any Issuing Bank without the Company to the Administrative Agent promptly after the extension of the date of expiration prior written consent of such Letter of Credit and (ii) shall for all purposes of this Agreement be deemed to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit beyond the Maturity Date, will be deemed to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under such Letter of Credit after the Maturity Date.

Appears in 3 contracts

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

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, 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 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 (5) Business Days prior to the Maturity Date on such terms and subject with respect to such conditions as may be agreed the Revolving Commitments pursuant to between such Issuing Bankwhich issued (or if any Extended Revolving Commitments, Incremental Revolving Commitments or Other Refinancing Revolving Commitments are outstanding, the Company and last Maturity Date applicable thereto (so long as the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date aggregate amount of expiration such Letters of Credit are not in excess of such commitments)); provided that any Letter of Credit (i) shall be set forth in a notice delivered may contain customary automatic renewal provisions agreed upon by the Company respective Borrower and the Issuing Bank pursuant to which the Administrative Agent promptly after the extension of the expiration date of expiration of such Letter of Credit and (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) shall for all purposes above) (it being understood and agreed that no Existing Letter of this Agreement Credit will be deemed 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 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 a covenant contained in Article VI hereofagreed upon at the time such Letter of Credit is issued. Each Unless otherwise directed by the Issuing Bank, by extending the date of expiration of respective Borrower shall not be required to make a specific request to the Issuing Bank for any such renewal. Once an Auto Renewal Letter of Credit beyond has been issued, the Maturity Date, will Lenders shall be deemed to have agreed that no Lender shall have any obligation under Section 2.04(dauthorized (but may not require) in respect the Issuing Bank to permit the renewal of any LC Disbursement resulting from a drawing made under such Letter of Credit after the at any time to an expiry date not later than such Maturity Date.

Appears in 3 contracts

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

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, 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 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 set forth below in this paragraphwith respect to Collateralized Letters of Credit, 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 on such terms and subject to such conditions as may be agreed to between such Issuing Bank, (the Company and “LC Expiration Date”); provided that at the applicable request of the Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of any Letter of Credit (i) shall be set forth may provide for automatic renewals for additional periods of up to one year subject to a right on the part of the applicable Issuing Bank to prevent any such renewal from occurring by giving notice to the beneficiary during a specified period in a advance of any such renewal, and the failure of such Issuing Bank to give such notice delivered by the Company to the Administrative Agent promptly after the end of such period shall for all purposes hereof be deemed an extension of the date of expiration of such Letter of Credit and 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) shall for all purposes of this Agreement be deemed to be a covenant contained in Article VI hereof. Each the preceding sentence, (A) any Collateralized Letter of Credit may, with the consent of the Issuing BankBank that issued such Collateralized Letter of Credit, by extending expire on any date following the date of expiration of LC Expiration Date and (B) any Letter of Credit beyond that contains a customary “evergreen” provision may renew pursuant to such evergreen provision to an expiration date following the Maturity Date, will be deemed to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under Expiration Date if such Letter of Credit after becomes a Collateralized Letter of Credit at least 15 Business Days prior to the Maturity Datelatest date upon which the applicable Issuing Bank would be entitled to terminate such Letter of Credit prior to its automatic renewal pursuant to such “evergreen” provision.

Appears in 3 contracts

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

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, 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 Business Days prior to the applicable Revolving Facility Maturity Date. Any ; provided, that any Standby Letter of Credit with a one year tenor may provide by its terms that it may be extended for automatic renewal or extension thereof for additional successive one-one year periods under customary “evergreen” provisions on terms reasonably acceptable (which, in no event, shall extend beyond the date referred to the applicable Issuing Bank; provided that, except in clause (iii) of this paragraph (c)) so long as provided below in this paragraph, no such Letter of Credit may be extended automatically or otherwise beyond (any such Letter of Credit, an “Auto Renewal Letter of Credit”) permits the Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date that is five Business Days of issuance of such Auto Renewal Letter of Credit) by giving prior notice to the Maturity Date. Notwithstanding beneficiary thereof within a time period during such twelve-month period to be agreed upon at the foregoing, any Issuing Bank in respect of any outstanding time such Auto Renewal Letter of Credit is issued. Unless otherwise directed by the Issuing Bank, the respective Borrower shall not be required to make a specific request to the 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 extend not require) the date of expiration Issuing Bank to permit the renewal of such Letter of Credit at any time to a an expiry date after the date that is five Business Days prior to the Maturity Date on not later than such terms and subject to such conditions as may be agreed to between such Issuing Bank, the Company and the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of any Letter of Credit (i) shall be set forth in a notice delivered by the Company to the Administrative Agent promptly after the extension of the date of expiration of such Letter of Credit and (ii) shall for all purposes of this Agreement be deemed to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit beyond the Maturity Date, will be deemed to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under such Letter of Credit after the Revolving Facility Maturity Date.

Appears in 3 contracts

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

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, 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 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 Letter of Credit issued hereunder may, in the sole discretion of the applicable Issuing Bank 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 may extend to the applicable Issuing Bank at least 10 days prior to the Maturity Date (or, if such outstanding Letter of Credit is a Letter of Credit which provides for automatic renewals thereof pursuant to customary evergreen provisions, no later than the date on which the applicable Issuing Bank would be required to give notice of its intention to not renew such Letter of Credit pursuant to the terms thereof), which such amount shall be (i) deposited by the Borrower in an account with and in the name of such Issuing Bank and (ii) held by such Issuing Bank for the satisfaction of the Borrower’s reimbursement obligations in respect of such Letter of Credit until the expiration of such Letter of Credit. Any Letter of Credit to a issued with an expiration date after beyond the date that is five fifth Business Days 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. 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 and subject are used in reference to such conditions as may be agreed to between such Issuing Bank, the Company and the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of or any Letter of Credit (i) shall issued thereby, may not be set forth in a notice delivered by extended with respect to any Issuing Bank without the Company to the Administrative Agent promptly after the extension of the date of expiration prior written consent of such Letter of Credit and (ii) shall for all purposes of this Agreement be deemed to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit beyond the Maturity Date, will be deemed to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under such Letter of Credit after the Maturity Date.

Appears in 3 contracts

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

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, 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 Business Days prior to the Revolving Maturity Date. Any ; provided that any Letter of Credit with a one-year term may provide by its terms that it may be extended for the automatic renewal thereof for additional successive one-year periods under customary “evergreen” provisions on terms reasonably acceptable (which shall in no event extend beyond the date referred to the applicable Issuing Bank; provided that, except in clause (ii) above) so long as provided below in this paragraph, no such Letter of Credit may be extended automatically or otherwise beyond permits the Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Once an automatic renewal Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized the Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than the date referred to in clause (ii) above; provided, however, that the Issuing Bank shall not permit any such extension if it has received written notice on or before the day that is five seven Business Days prior 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 the Maturity Datepermit such extension. Notwithstanding the foregoing, any Issuing Bank in respect of any outstanding a Letter of Credit may extend the date of have an expiration of such Letter of Credit to a date after the date that is five Business Days prior to not more than twelve (12) months after the Revolving Maturity Date on such terms and subject to such conditions so long as may be agreed to between such Issuing Bank, (x) the Company and the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of any Letter of Credit (i) shall be set forth in a notice delivered by the Company provide cash collateral to the Administrative Agent promptly 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 extension of the date of expiration of such Letter of Credit and (ii) shall for all purposes of this Agreement be deemed to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit beyond the Revolving Maturity Date, will be deemed to have agreed that no Lender shall have any obligation (y) the obligations of the Borrower under this Section 2.04(d) 2.06 in respect of any LC Disbursement resulting from a drawing made under such Letter 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 DateDate until no such Letters of Credit remain outstanding.

Appears in 3 contracts

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

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, 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 Business Days prior to the Maturity Termination Date. Any ; provided that any Letter of Credit may provide by its terms that it may be extended for the renewal thereof for additional successive one-periods not to exceed one year periods under customary “evergreen” provisions on terms reasonably acceptable to the applicable Issuing Bank; provided that, except as provided below (which in this paragraph, no Letter of Credit may be extended automatically or otherwise event extend beyond the date that is five Business Days prior referred to the Maturity Datein 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 Issuing Bank in respect of any outstanding Designated 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 on such terms and subject to such conditions as may be agreed to between such Issuing Bankremains outstanding, the Company and the applicable Borrower, and any agreement made by the Company or 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 induce an 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 so and the Lenders, as collateral for the outstanding Designated Letters of Credit, cash or deposit accounts balances in an amount equal to extend the date aggregate then undrawn and unexpired amount of expiration of any Letter all Designated Letters of Credit (i) shall be set forth outstanding at such time pursuant to documentation in a notice delivered by the Company form and substance reasonable satisfactory to the Administrative Agent promptly after and the extension Issuing Bank. In the event that the applicable Borrower fails to Cash Collateralize the outstanding Designated Letters of Credit by the date of expiration of Termination Date, each such outstanding Designated Letter of Credit and (ii) shall for all purposes of this Agreement automatically be deemed to be a covenant contained drawn in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit beyond the Maturity Date, will full and such Borrower shall be deemed to have agreed that no requested a Revolving Credit Advance to be funded by the Lenders on the Termination Date to reimburse such drawing (with the 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 have any obligation under Section 2.04(d) be deemed payment by such Lender in respect of any LC Disbursement resulting from a drawing made under its participation in each such Designated Letter of Credit after the Maturity DateCredit.

Appears in 3 contracts

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

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, 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 “LC Outside Date”) after the Maturity Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date that is five Business Days referred to in clause (ii) above). Notwithstanding the foregoing, if the date of the required notification of intent to or not to renew or extend a Letter of Credit for an additional year (the “LC Notification Date”) occurs prior to the Maturity Date. Any , but such Letter of Credit, if extended or renewed for an additional year, would expire after the LC Outside Date, such notification may be given (in the case of any Letter of Credit may provide by its terms that it may be extended for additional successive one-year periods under customary “evergreen” provisions on terms reasonably acceptable requires affirmative notification of intent to extend or renew) or withheld (in the applicable Issuing Bank; provided that, except as provided below in this paragraph, no case of any Letter of Credit may be extended automatically that requires notification of intent not to extend or otherwise beyond renew), and the date that is five Business Days prior to the Maturity Date. Notwithstanding the foregoing, any Issuing Bank in respect maturity of any outstanding such Letter of Credit may extend for a period of up to one year following the date of expiration 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 amount equal to 105% of such Letter of Credit as collateral security for the Borrower’s reimbursement obligations in connection therewith, such cash to a date after the date that is five Business Days prior be remitted to the Maturity Date on Borrower upon and to the extent of the expiration, cancellation or other termination or satisfaction of such terms reimbursement obligations and subject to such conditions as may be agreed to between such (B) if requested by the Issuing BankLender, the Company and the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of any Letter of Credit shall promptly (i) shall be set forth but in a notice delivered by the Company to the Administrative Agent promptly after the extension of the date of expiration of such Letter of Credit and (ii) shall for all purposes of this Agreement be deemed to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit beyond no event later than the Maturity Date, will be deemed ) execute and deliver a letter of credit reimbursement agreement in form and substance satisfactory to have agreed that no the Issuing Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under connection with such Letter of Credit after the Maturity Daterenewal or extension.

Appears in 3 contracts

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

Expiration Date. Each Letter of Credit shall, 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 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 BankLender; 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 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 on such terms and subject to such conditions as may be agreed to between such Issuing Bank, the Company Lender and the applicable BorrowerCompany, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank Lender so to extend the date of expiration of any Letter of Credit (i) shall be set forth in a notice delivered by the Company to the Administrative Agent promptly after the extension of the date of expiration of such Letter of Credit and (ii) shall for all purposes of this Agreement be deemed to be a covenant contained in Article VI V hereof. Each Issuing BankLender, by extending the date of expiration of any Letter of Credit beyond the Maturity Date, will be deemed to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under such Letter of Credit after the Maturity Date.

Appears in 3 contracts

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

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, 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 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 Revolving Maturity Date. Notwithstanding the foregoing, any Issuing Bank in respect of any outstanding a Letter of Credit may extend the date of have an expiration of such Letter of Credit to a date after the date that is five Business Days prior to not more than twelve (12) months after the Revolving Maturity Date on such terms and subject to such conditions so long as may be agreed to between such Issuing Bank, (x) the Company and the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of any Letter of Credit (i) shall be set forth in a notice delivered by the Company provide cash collateral to the Administrative Agent promptly 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 extension of the date of expiration of such Letter of Credit and (ii) shall for all purposes of this Agreement be deemed to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit beyond the Revolving Maturity Date, will be deemed to have agreed that no Lender shall have any obligation (y) the obligations of the Borrower under this Section 2.04(d) 2.06 in respect of any LC Disbursement resulting from a drawing made under such Letter 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 DateDate until no such Letters of Credit remain outstanding.

Appears in 3 contracts

Samples: 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 Letter of Credit shall, except as provided below in this paragraph, 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 Business Days prior to the Maturity Date. Any Date for Revolving Loans; provided that (A) any Letter of Credit may provide contain customary automatic renewal provisions agreed upon by its terms that it may be extended for additional successive one-year periods under customary “evergreen” provisions on terms reasonably acceptable to the Borrower and the applicable Issuing BankBank pursuant to which the expiration date shall be automatically extended for a period of up to 12 months (but not to a date later than the date set forth in clause (ii) above), subject to a right on the part of such Issuing Bank to prevent any such renewal from occurring by giving notice to the beneficiary by a specified time in advance of any such renewal; provided thatprovided, except as provided below further, that (1) the applicable Issuing Bank shall not be obligated to extend any such Letter of Credit if it has received written notice that a Default or an Event of Default has occurred and is continuing at the time the Issuing Bank must elect to allow such extension, or (2) in this paragraphthe event there is a Revolving Lender that is a Defaulting Lender, no the Issuing Bank shall not be required to issue, renew or extend any Letter of Credit to the extent (x) the Defaulting Lender’s Applicable Aggregate Revolving Percentage of the aggregate amount available to be drawn under the Letter of Credit may not be extended automatically reallocated pursuant to Section 2.21(a) or (y) the Issuing Bank has not otherwise beyond entered into arrangements satisfactory to it and the date that is five Business Days prior Borrower (including pursuant to Section 2.21(b)) to eliminate the Issuing Bank’s risk with respect to the Maturity Date. Notwithstanding participation in Letters of Credit of the foregoingDefaulting Lender, including by cash collateralizing such Defaulting Lender’s Applicable Aggregate Revolving Percentage of such LC Disbursement; and (B) any Issuing Bank in respect of any outstanding Letter of Credit may extend expire after the applicable date of expiration of referred to in clause (ii) above if such Letter of Credit to a date after the date that is five Business Days prior to is, no later than 30 days before the Maturity Date on such terms for Revolving Loans, cash collateralized in an amount and subject manner and pursuant to such conditions as may be agreed to between such Issuing Bank, the Company and documentation approved in writing by the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of (any Letter of Credit (i) shall be set forth in a notice delivered by the Company to the Administrative Agent promptly after the extension of the date of expiration of such Letter of Credit and (ii) shall for all purposes of this Agreement be deemed being referred to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending as the date of expiration of any “Cash Collateralized Letter of Credit beyond the Maturity Date, will be deemed to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under such Letter of Credit after the Maturity DateCredit”).

Appears in 3 contracts

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

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, 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 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 set forth below in this paragraphwith respect to Collateralized Letters of Credit, 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 on such terms and subject applicable to such conditions as may be agreed to between such Issuing Bank, Revolving Borrowings (the Company and “LC Expiration Date”); provided that at the request of the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of any Letter of Credit (i) shall be set forth may provide for automatic renewals for additional periods of up to one year subject to a right on the part of the applicable Issuing Bank to prevent any such renewal from occurring by giving notice to the beneficiary during a specified period in a advance of any such renewal, and the failure of such Issuing Bank to give such notice delivered by the Company to the Administrative Agent promptly after the end of such period shall for all purposes hereof be deemed an extension of the date of expiration of such Letter of Credit and 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) shall for all purposes of this Agreement be deemed to be a covenant contained in Article VI hereof. Each the preceding sentence, (A) any Collateralized Letter of Credit may, with the consent of the Issuing BankBank that issued such Collateralized Letter of Credit, by extending expire on any date following the date of expiration of LC Expiration Date and (B) any Letter of Credit beyond that contains a customary “evergreen” provision may renew pursuant to such evergreen provision to an expiration date following the Maturity Date, will be deemed to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under Expiration Date if such Letter of Credit after becomes a Collateralized Letter of Credit at least 15 Business Days prior to the Maturity Datelatest date upon which the applicable Issuing Bank would be entitled to terminate such Letter of Credit prior to its automatic renewal pursuant to such “evergreen” provision.

Appears in 3 contracts

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

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, 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 (ii) the date that is five Business Days prior to the Maturity Date. Any such 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 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 thatthat if such expiry date is not a Business Day, 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 shall expire at or prior to the Maturity Date close of business on such terms and subject to such conditions as may be agreed to between such Issuing Bankthe next succeeding Business Day; provided, the Company and the applicable Borrowerfurther, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of that any Letter of Credit (i) shall be set forth in a notice delivered by may, upon the Company to the Administrative Agent promptly after the extension request of the date of expiration of Borrower, include a provision whereby such Letter of Credit and shall be renewed automatically for additional consecutive periods of one year or less (ii) shall for all purposes of this Agreement be deemed to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit but not beyond the Maturity LC Expiration Date, will be deemed to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under unless the applicable Issuing Bank agrees and such Letter of Credit after has been cash collateralized or backstopped (or the Maturity DateBorrower has entered into separate undertakings to deliver cash collateral or a backstop letter of credit) in a manner acceptable to the applicable Issuing Bank) unless the applicable Issuing Bank notifies the beneficiary thereof within the time period specified in such Letter of Credit or, if no such time period is specified, at least 30 days prior to the then-applicable expiration date, that such Letter of Credit will not be renewed.

Appears in 2 contracts

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

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is five Business Days prior to the Revolving Maturity Date. Any Letter Date (unless such Letters of Credit may provide by its terms that it may be extended for additional successive one-year periods under customary “evergreen” provisions have been cash collateralized or backstopped on terms or prior to such fifth Business Day pursuant to arrangements reasonably acceptable satisfactory to the applicable Issuing Bank); provided that, except as provided below in this paragraph, no that (x) any Letter of Credit may may, upon the request of the Swiss Borrower, include a provision whereby such Letter of Credit shall be extended renewed automatically or otherwise for additional periods (but not beyond the date that is five Business Days prior to the Revolving Maturity Date. Notwithstanding 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 foregoing, any 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 outstanding Letter 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 may extend the date associated with such Class of expiration of such Letter of Credit to a date after the date that is five Business Days prior Revolving Commitments, to the Revolving Maturity Date on such terms and subject in respect of any Class of Revolving Commitments as extended pursuant to such conditions as may be agreed Section 2.22; provided that, notwithstanding anything in this Agreement (including Section 2.22 hereof) or any other Loan Document to between such Issuing Bankthe contrary, the Company and the applicable BorrowerRevolving Maturity Date, and as such term is used in reference to any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of or any Letter of Credit (i) shall issued thereby, may not be set forth in a notice delivered by extended with respect to any Issuing Bank without the Company to the Administrative Agent promptly after the extension of the date of expiration prior written consent of such Letter of Credit and (ii) shall for all purposes of this Agreement be deemed to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit beyond the Maturity Date, will be deemed to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under such Letter of Credit after the Maturity Date.

Appears in 2 contracts

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

Expiration Date. Each No Letter of Credit shall, except as provided below in this paragraph, 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 Business Days prior to the Latest Revolving Credit 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 if the Borrower so requests in this paragraphany applicable letter of credit application, no the relevant Issuing Bank may, in its sole discretion, agree to issue a Letter of Credit may be extended automatically or otherwise beyond the date that is five Business Days prior to the Maturity Date. Notwithstanding the foregoinghas automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any Issuing Bank in respect of any outstanding such Auto-Extension Letter of Credit may extend must permit the relevant Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of expiration issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by an Issuing Bank, the Borrower shall not be required to make a specific request to an Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the relevant Issuing Bank to permit the extension of such Letter of Credit at any time to a an expiry date after not later than the date that is five Business Days prior set forth in Section 2.05(c)(ii) (or, if cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the Maturity Date on such terms and subject to such conditions as may be agreed to between such relevant Issuing Bank, a later date); provided, however, that the Company and the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an relevant Issuing Bank so shall not permit any such extension if (A) the relevant Issuing Bank has determined that it would not be permitted, or would have no obligation, at such time to extend the date of expiration of any Letter of Credit (i) shall be set forth in a notice delivered by the Company to the Administrative Agent promptly after the extension of the date of expiration of 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 (ii) shall for all purposes of this Agreement be deemed in each such case, directing the relevant Issuing Bank not to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit beyond the Maturity Date, will be deemed to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under permit such Letter of Credit after the Maturity Dateextension.

Appears in 2 contracts

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

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, 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 Business Days prior to the Maturity Termination Date. Any ; provided that any Letter of Credit may provide by its terms that it may be extended for the renewal thereof for additional successive one-periods not to exceed one year periods under customary “evergreen” provisions on terms reasonably acceptable to the applicable Issuing Bank; provided that, except as provided below (which in this paragraph, no Letter of Credit may be extended automatically or otherwise event extend beyond the date that is five Business Days prior referred to the Maturity Datein clause (ii) above). Notwithstanding the foregoing, any Issuing Bank Bank, in respect 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 outstanding Designated Letter of Credit may extend remains outstanding, the date applicable Borrower shall Cash Collateralize the aggregate then undrawn and unexpired amount of expiration all Designated Letters of Credit outstanding at such time. In the event that the applicable Borrower fails to Cash Collateralize the outstanding Designated Letters of Credit by the Termination Date, each such outstanding Designated Letter of Credit to a date after the date that is five Business Days prior to the Maturity Date on such terms and subject to such conditions as may be agreed to between such Issuing Bank, the Company and the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of any Letter of Credit (i) shall be set forth in a notice delivered by the Company to the Administrative Agent promptly after the extension of the date of expiration of such Letter of Credit and (ii) shall for all purposes of this Agreement automatically be deemed to be a covenant contained drawn in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit beyond the Maturity Date, will full and such Borrower shall be deemed to have agreed that no requested a Revolving Credit Advance to be funded by the Lenders on the Termination Date to reimburse such drawing (with the 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 have any obligation under Section 2.04(d) be deemed payment by such Lender in respect of any LC Disbursement resulting from a drawing made under its participation in each such Designated Letter of Credit after the Maturity DateCredit.

Appears in 2 contracts

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

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, shall expire at or prior to the close of business on the earlier of (i) the date one year 12 months after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year 12 months after the then-current expiration date of such renewal or extension) Letter of Credit), and (ii) the date that is five 3 Business Days prior to the Revolving Credit Maturity Date. Any ; provided, Borrowers may request issuance or renewal of a 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 with an expiry date after the Revolving Credit Maturity Date if, at the time of such issuance or renewal, Borrowers deposit into the Collateral Account an amount in immediately available funds equal to 103% of the 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 face amount of such Letter of Credit to a date after the date that is five Business Days prior to the Maturity Date Credit. For all purposes of this Agreement, if on such terms and subject to such conditions as may be agreed to between such Issuing Bank, the Company and the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of any determination a Letter of Credit (i) shall has expired by its terms but any amount may still be set forth in a notice delivered drawn thereunder by the Company to the Administrative Agent promptly after the extension reason of the date operation of expiration Article 29(a) of the UCP or Rule 3.13 or Rule 3.14 of the ISP or similar terms in the governing rules or laws or of the Letter of Credit itself, or if compliant documents have been presented but not yet honored, such Letter of Credit and (ii) shall for all purposes of this Agreement be deemed to be a covenant contained “outstanding” and “undrawn” in Article VI hereof. Each the amount so remaining available to be paid, and the obligations of Borrowers and each Revolving Multicurrency Tranche Lender shall remain in full force and effect until Issuing Bank, by extending Lender and the date of expiration of Revolving Multicurrency Tranche Lenders shall have no further obligations to make any payments or disbursements under any circumstances with respect to any Letter of Credit beyond the Maturity Date, will be deemed to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under such Letter of Credit after the Maturity DateCredit.

Appears in 2 contracts

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

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, 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 (each, an “Auto-Extension Letter of Credit”) so long as such Issuing Bank shall have the right to prevent such renewal or extension at least once in each twelve (12) month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve (12) month period to be agreed upon by the Borrower and the applicable Issuing Bank at the time such Letter of Credit is issued) and (ii) the date that is five (5) Business Days prior to the Revolving Maturity Date. Any Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may provide by its terms not require) the applicable Issuing Bank to permit the extension of such Letter of Credit at any time to an expiration date not later than the date permitted pursuant to 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 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 a date that is five 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 prior 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 Maturity Dateday 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, any Issuing Bank in respect of any outstanding a Letter of Credit may extend the date of have an expiration of such Letter of Credit to a date after the date that is five Business Days prior to not more than twelve (12) months after the Revolving Maturity Date on such terms and subject to such conditions so long as may be agreed to between such Issuing Bank, (x) the Company and the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of any Letter of Credit (i) shall be set forth in a notice delivered by the Company provide cash collateral to the Administrative Agent promptly 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 extension of the date of expiration of such Letter of Credit and (ii) shall for all purposes of this Agreement be deemed to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit beyond the Revolving Maturity Date, will be deemed to have agreed that no Lender shall have any obligation (y) the obligations of the Borrower under this Section 2.04(d) 2.06 in respect of any LC Disbursement resulting from a drawing made under such Letter 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 DateDate until no such Letters of Credit remain outstanding.

Appears in 2 contracts

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

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, 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 (10) Business Days prior to the Revolving Credit Maturity Date. Any ; provided that any Letter of Credit with a one-year tenor may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (ii) above); provided further that, notwithstanding the foregoing, a 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 expire after the Revolving Credit Maturity Date if the Borrower provides cash collateral acceptable to the applicable Issuing BankLender in its sole discretion on accordance with Section 2.06(j) no later than sixty (60) days prior to the 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 this paragraph shall refer to the Revolving Credit Maturity Date as extended pursuant to Section 2.23; provided that, except as provided below notwithstanding anything in this paragraph, no Letter of Credit may be extended automatically Agreement (including Section 2.23 hereof) or otherwise beyond the date that is five Business Days prior any other Loan Document to the contrary, the Revolving Credit Maturity Date. Notwithstanding the foregoing, as such term is used in reference to 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 on such terms and subject to such conditions as may be agreed to between such Issuing Bank, the Company and the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of any Letter of Credit (i) shall issued thereby, may not be set forth in a notice delivered by extended with respect to any Issuing Bank without the Company to the Administrative Agent promptly after the extension of the date of expiration prior written consent of such Letter of Credit and (ii) shall for all purposes of this Agreement be deemed to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit beyond the Maturity Date, will be deemed to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under such Letter of Credit after the Maturity Date.

Appears in 2 contracts

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

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, 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 Business Days prior to the Revolving Maturity Date. Any ; provided that any Letter of Credit may provide contain customary automatic renewal provisions agreed upon by its terms that it may the Borrower and the applicable Issuing Bank pursuant to which the expiration date of such Letter of Credit shall automatically be extended for additional successive one-year periods under customary a period of up to 12 months (but not to a date later than the date set forth in clause (ii) above), subject to any right on the part of such Issuing Bank to prevent any such renewal from occurring that may be contained in such Letter of Credit; and provided further that if there exist any Incremental Revolving Commitments having a maturity date later than the Revolving Maturity Date (the evergreen” provisions on terms reasonably acceptable to Subsequent Maturity Date”), then, so long as the applicable Issuing Bank; provided thataggregate 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, except as provided below in this paragraph, no the Borrower may request the issuance of a Letter of Credit may be extended automatically that shall expire at or otherwise beyond prior to the close of business on the earlier of (A) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (B) the date that is five Business Days prior to the Subsequent Maturity Date. Notwithstanding the foregoing, any Letter of Credit issued hereunder may, in the sole discretion of the applicable Issuing Bank Bank, expire after the 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 provide cash collateral in an amount equal to 102% of the LC Exposure in respect of any such outstanding Letter of Credit may extend to the date of expiration of such Letter of Credit to a date after the date that is applicable Issuing Bank at least five Business Days prior to the Revolving Maturity Date on (or Subsequent Maturity Date, if applicable), which such terms amount shall be (A) deposited by the Borrower in an account with and subject to such conditions as may be agreed to between in the name of such Issuing Bank, the Company Bank and the applicable Borrower, and any agreement made (B) held by the Company or the applicable Borrower to induce an such Issuing Bank so to extend for the date satisfaction of expiration the Borrower’s reimbursement obligations in respect of any such Letter of Credit (i) shall be set forth in a notice delivered by until the Company to the Administrative Agent promptly after the extension of the date of expiration of such Letter of Credit. Any Letter of Credit and issued with an expiration date beyond the fifth Business Day prior to the Revolving Maturity Date (iior the Subsequent Maturity Date, as applicable) shall for all purposes shall, to the extent of this Agreement be deemed any undrawn amount remaining thereunder on the Revolving Maturity Date (or the Subsequent Maturity Date, if applicable), cease to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit beyond Credit” outstanding under this Agreement for purposes of the Maturity Date, will be deemed Revolving Lenders’ obligations to have agreed that no Lender shall have any obligation under Section 2.04(d) participate in respect of any LC Disbursement resulting from a drawing made under such Letter Letters of Credit after the Maturity Datepursuant to clause (d) below.

Appears in 2 contracts

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

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is five Business Days prior to the 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 Expiration Date, provided if the Borrower so requests in any applicable Issuing Bank; provided that, except as provided below in this paragraph, no Letter of Credit Application, the Issuing Bank shall agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal Letter of Credit”); provided that any such Auto-Renewal Letter of Credit must permit the Issuing Bank to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Nonrenewal Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Issuing Bank, the Borrower shall not be required to make a specific request to the Issuing Bank for any such renewal. Once an Auto-Renewal Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) the Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided that the Issuing Bank shall not permit any such renewal if (A) the Issuing Bank has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Section 2.05(b)(ii) or otherwise), or (B) it has received notice (which may be extended automatically by telephone, followed promptly in writing, or otherwise 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 five Business Days prior to the Revolving Maturity Date. Notwithstanding Date if, at the foregoingtime of such request or such other time as may be agreed by the Issuing Bank, any Issuing Bank in respect of any outstanding such Letter of Credit may extend has become subject to cash collateralization (at 103% of the date of expiration face value of such Letter of Credit to a date after the date that is five Business Days prior Credit) or other arrangements satisfactory to the Maturity Date on such terms and subject to such conditions as may be agreed to between such Issuing Bank, the Company and the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of any Letter of Credit (i) shall be set forth in a notice delivered by the Company to the Administrative Agent promptly after the extension of the date of expiration of such Letter of Credit and (ii) shall for all purposes of this Agreement be deemed to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit beyond the Maturity Date, will be deemed to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under such Letter of Credit after the Maturity Date.

Appears in 2 contracts

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

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, 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 Business Days prior to the Maturity Date. Any With respect to any Letter of Credit may provide by its terms that it may be extended for additional successive one-year periods under customary which contains any “evergreen” provisions on terms reasonably acceptable or automatic renewal provision, each applicable Lender shall be deemed to have consented to any such extension or renewal, unless any such Lender shall have provided to the applicable Issuing Bank; provided that, except as provided below in this paragraph, no 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 may be extended automatically Issuer is entitled to decline to extend or otherwise beyond renew such Letter of Credit. If all of the date that requirements of this Section 2.6 are met and no Default or Event of Default has occurred and is five Business Days prior continuing, no Lender shall decline to consent to any such extension or renewal. For the Maturity Date. Notwithstanding avoidance of doubt, the foregoing, any Issuing Bank in respect of any outstanding relevant Letter of Credit may extend Issuer shall decline any such extension or renewal if, at the date of expiration time of such Letter of Credit to a date after the date that is five Business Days prior to the Maturity Date on such terms and subject to such conditions as may be agreed to between such Issuing Bankextension or renewal, the Company and requirements of this Section 2.6 (including compliance with the applicable Borrower, and any agreement made by Borrowing Limits at such time) have not been met and/or a Default or Event of Default is continuing. If the Company “evergreen” or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration other automatic renewal provisions of any Letter of Credit (i) shall be set forth in a notice delivered by permit the Company to the Administrative Agent promptly after the extension of the expiry date or next renewal date of expiration of such that Letter of Credit and (ii) shall for all purposes of this Agreement be deemed to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit extend beyond the Maturity Date, will be deemed the Obligors shall fully cash collateralize such letter of Credit on terms satisfactory to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under such the applicable Letter of Credit after Issuer(s) by or on the date being 5 Business Days before the Maturity Date.

Appears in 2 contracts

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

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is five Business Days prior to the 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 Expiration Date, provided if the Borrower so requests in any applicable Issuing Bank; provided that, except as provided below in this paragraph, no Letter of Credit Application, the Issuing Bank shall agree to issue a standby Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal Letter of Credit”); provided that any such Auto-Renewal Letter of Credit must permit the Issuing Bank to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Nonrenewal Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Issuing Bank, the Borrower shall not be required to make a specific request to the Issuing Bank for any such renewal. Once an Auto-Renewal Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) the Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided that the Issuing Bank shall not permit any such renewal if (A) the Issuing Bank has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Section 2.05(b)(ii) or otherwise), or (B) it has received notice (which may be extended automatically by telephone, followed promptly in writing, or otherwise 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 five Business Days prior to the Revolving Maturity Date. Notwithstanding Date if, at the foregoingtime of such request or such other time as may be agreed by the Issuing Bank, any Issuing Bank in respect of any outstanding Letter of Credit may extend the date of expiration of such Letter of Credit has become subject to a date after the date that is five Business Days prior Cash Collateralization or other arrangements satisfactory to the Maturity Date on such terms and subject to such conditions as may be agreed to between such Issuing Bank, the Company and the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of any Letter of Credit (i) shall be set forth in a notice delivered by the Company to the Administrative Agent promptly after the extension of the date of expiration of such Letter of Credit and (ii) shall for all purposes of this Agreement be deemed to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit beyond the Maturity Date, will be deemed to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under such Letter of Credit after the Maturity Date.

Appears in 2 contracts

Samples: Security Agreement, Security Agreement (Zebra Technologies Corp)

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, 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 (iiy) the date that is five Business Days prior to the Maturity Date. Any Letter of Credit may provide Expiration Date, and (ii) if the Borrower so requests in any Letter of Credit Request, the applicable Issuing Bank may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal Letter of Credit”); provided, that any such Auto-Renewal Letter of Credit must permit the applicable Issuing Bank to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by its terms that it may giving prior notice to the beneficiary thereof not later than a day in each such twelve-month period to be extended for additional successive one-year periods under customary “evergreen” provisions on terms reasonably acceptable agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Bank, the Borrower shall not be required to make a specific request to the applicable Issuing Bank; provided that, except as provided below in this paragraph, no Bank for any such renewal. Once an Auto-Renewal Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may be extended automatically or otherwise beyond not require) the date that is five Business Days prior to the Maturity Date. Notwithstanding the foregoing, any applicable Issuing Bank in respect of any outstanding Letter of Credit may extend to permit the date of expiration renewal of such Letter of Credit at any time to a an expiry date after not later than the date that is five Business Days prior to the Maturity Date on such terms and subject to such conditions as may be agreed to between such Issuing Bank, the Company and the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend earlier of (i) one year from the date of expiration of any such renewal and (ii) the Letter of Credit Expiration Date; provided, that the applicable Issuing Bank shall not permit any such renewal if (ix) shall be set forth in a notice delivered by the Company applicable Issuing Bank has determined that it would have no obligation at such time to the Administrative Agent promptly after the extension of the date of expiration of issue such Letter of Credit and in its renewed form under the terms hereof (iiby reason of the provisions of Section 2.18(k) shall for all purposes 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 Agreement be deemed paragraph (1) from the Administrative Agent that any Revolving Lender directly affected thereby has elected not to be a covenant contained permit such renewal or (2) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Article VI hereof. Each Section 4.03 are not then satisfied, and in each case directing such Issuing Bank, by extending the date of expiration of any Letter of Credit beyond the Maturity Date, will be deemed Bank not to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under permit such Letter of Credit after the Maturity Dateextension.

Appears in 2 contracts

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

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, 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. Any ; provided, that, upon the Borrower’s request, any such Letter of Credit which is issued in the final year prior the Maturity Date may provide by its terms that it may be extended for additional successive one-have an expiry date which is up to one year periods under customary “evergreen” provisions on terms reasonably acceptable to after the applicable Issuing Bank; provided thatMaturity Date if, except as provided below in this paragraph, no Letter of Credit may be extended automatically or otherwise beyond the date that is at least five (5) Business Days prior to the Maturity Date. Notwithstanding , the foregoingBorrower (A) deposits with the Administrative Agent cash collateral (which cash collateral shall be in Dollars or, any Issuing Bank in respect of any outstanding if such Letter of Credit may extend 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 expiration 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 in accordance with the terms of such Letter of Credit upon the occurrence of an Event of Default, be automatically renewed for a successive one-year period on each anniversary of the date of the issuance of such Letter of Credit, until cancelled by the Borrower by notice to a date after the applicable Issuing Bank in accordance with the terms of such Letter of Credit agreed upon at the time such Letter of Credit is issued; provided, that such Letter of Credit shall expire at or prior to the close of business on the date that is five (5) Business Days prior to the Maturity Date on such terms if not earlier cancelled, unless otherwise agreed with the relevant Issuing Bank and subject to such conditions satisfactory arrangements with respect thereto as may be agreed to between such Issuing Bank, the Company and the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of any Letter of Credit (i) shall be set forth in a notice delivered by the Company to the Administrative Agent promptly after the extension of the date of expiration of such Letter of Credit and (ii) shall for all purposes of this Agreement be deemed to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit beyond the Maturity Date, will be deemed to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under such Letter of Credit after the Maturity Datecontemplated above.

Appears in 2 contracts

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

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, 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 Business Days prior to the Revolving Maturity Date. Any ; provided that any Letter of Credit may provide contain customary automatic renewal provisions agreed upon by its terms that it may the Borrower and the applicable Issuing Bank pursuant to which the expiration date of such Letter of Credit shall automatically be extended for additional successive one-year periods under customary “evergreen” provisions a period of up to 12 months (but not to a date later than the date set forth in clause (ii) above), subject to a right on terms reasonably acceptable the part of such Issuing Bank to prevent any such renewal from occurring by giving notice to the applicable Issuing Bankbeneficiary in advance of any such renewal; and provided thatfurther that if there exist any Incremental Revolving Commitments having a maturity date later than the Revolving Maturity Date (the “Subsequent Maturity Date”), except then, so long as provided below the aggregate LC Exposure in this paragraphrespect 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, no the Borrower may request the issuance of a Letter of Credit may be extended automatically that shall expire at or otherwise beyond prior to the close of business on the earlier of (A) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (B) the date that is five Business Days prior to the Subsequent Maturity Date. Notwithstanding the foregoing, any Letter of Credit issued hereunder may, in the sole discretion of the applicable Issuing Bank Bank, expire after the fifth Business Day prior to the Maturity Date (or the Subsequent Maturity Date) but on or before the date that is 90 days after the Maturity Date (or the Subsequent Maturity Date), provided that the Borrower hereby agrees that it shall provide cash collateral in an amount equal to 102% (or such other percentage as may be agreed with the applicable Issuing Bank) of the LC Exposure in respect of any such outstanding Letter of Credit may extend to the date of expiration of such Letter of Credit to a date after the date that is applicable Issuing Bank at least five Business Days prior to the Maturity Date on (or Subsequent Maturity Date, if applicable), which such terms amount shall be (A) deposited by the Borrower in an account with and subject to such conditions as may be agreed to between in the name of such Issuing Bank, the Company Bank and the applicable Borrower, and any agreement made (B) held by the Company or the applicable Borrower to induce an such Issuing Bank so to extend for the date satisfaction of expiration the Borrower’s reimbursement obligations in respect of any such Letter of Credit (i) shall be set forth in a notice delivered by until the Company to the Administrative Agent promptly after the extension of the date of expiration of such Letter of Credit. Any Letter of Credit and issued with an expiration date beyond the fifth Business Day prior to the Maturity Date (iior the Subsequent Maturity Date, as applicable) shall for all purposes shall, to the extent of this Agreement be deemed any undrawn amount remaining thereunder on the Maturity Date (or the Subsequent Maturity Date, if applicable), cease to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit beyond Credit” outstanding under this Agreement for purposes of the Maturity Date, will be deemed Revolving Lenders’ obligations to have agreed that no Lender shall have any obligation under Section 2.04(d) participate in respect of any LC Disbursement resulting from a drawing made under such Letter Letters of Credit after the Maturity Datepursuant to paragraph (d) below.

Appears in 2 contracts

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

Expiration Date. Each In all cases, payment for Rights purchased pursuant to the Offer will be made only after timely receipt by the Depositary of a properly completed and duly executed Letter of Credit shallAssignment (or facsimile thereof) and any other documents required by the Letter of Assignment. Since the Rights are not transferable (except pursuant to the Offer), except the Rights may only be assigned as provided below in this paragraph, expire at or prior the Letter of Assignment. The Company and the Purchaser intend to the close of business on the earlier of (i) the date one year after the date of file a Notification and Report Form with respect to the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is five Business Days prior to the 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 on such terms and subject to such conditions as may be agreed to between such Issuing Bank, the Company and the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of any Letter of Credit (i) shall be set forth in a notice delivered Shares by the Company to the Administrative Agent promptly after Purchaser in exchange for the extension of Rights acquired by the Purchaser pursuant to the Offer under the H-S-R Act on or before June 17, 1997 and, accordingly, the waiting period under the H-S-R Act applicable thereto will expire at 11:59 p.m., New York City time, on the date which is 30 days from the date of expiration such filing. However, prior to such time, the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") may extend the waiting period by requesting additional information or documentary material from the Purchaser. If such Letter of Credit and (ii) shall for all a request is made, the waiting period would expire on the tenth day after substantial compliance by the Purchaser with such request. For additional information regarding the H-S-R Act, see Section 12. For purposes of this Agreement be deemed to be a covenant contained in Article VI hereof. Each Issuing Bankthe Offer, by extending the date of expiration of any Letter of Credit beyond the Maturity Date, will Purchaser shall be deemed to have agreed that accepted for payment (and thereby purchased) assigned Rights as, if and when the Purchaser gives oral or written notice to the Depositary of the Purchaser's acceptance of such Rights for payment. Payment for Rights purchased pursuant to the Offer will be made by deposit of the purchase price with the Depositary, which will act as agent for Holders choosing to assign their Rights for the purpose of receiving payment from the Purchaser and transmitting payments to such Holders. Under no Lender shall have any obligation under Section 2.04(d) in respect circumstances will interest be paid on the purchase price by the Purchaser by reason of any LC Disbursement resulting from a drawing made delay in making such payment. IF ANY ASSIGNED RIGHTS ARE NOT PURCHASED FOR ANY REASON, THE ASSIGNMENT OF SUCH RIGHTS WILL NOT BE EFFECTIVE. If, prior to the Expiration Date, the Purchaser increases the consideration offered to Holders of the Rights pursuant to the Offer, such increased consideration shall be paid to all Holders whose assignments of Rights have previously been accepted for payment pursuant to the Offer. The Purchaser reserves the right to transfer or assign to one or more direct or indirect affiliates of the Purchaser the right to purchase Rights assigned pursuant to the Offer, but any such transfer or assignment shall not relieve the Purchaser of its obligations under such Letter the Offer or prejudice the rights of Credit after the Maturity DateHolders assigning their Rights to receive payment for Rights properly assigned and accepted for payment.

Appears in 2 contracts

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

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is five Business Days prior to the Maturity Date. Any Letter of Credit may provide Expiration Date; provided that if the Borrower so requests in any applicable Letter of Credit Application, the applicable Issuing Bank shall agree to issue a standby or commercial Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal Letter of Credit”); provided that any such Auto-Renewal Letter of Credit must permit the applicable Issuing Bank to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by its terms that it may giving prior notice to the beneficiary thereof not later than a day (the “Nonrenewal Notice Date”) in each such twelve-month period to be extended for additional successive one-year periods under customary “evergreen” provisions on terms reasonably acceptable to agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Bank; provided that, except as provided below in this paragraph, no the Borrower shall not be required to make a specific request to such Issuing Bank for any such renewal. Once an Auto-Renewal Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided that no Issuing Bank shall permit any such renewal if (A) such Issuing Bank has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Section 2.05(b)(ii) or otherwise), or (B) it has received notice (in writing) on or before the day that is five (5) Business Days 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 extended automatically or otherwise renewed for a period beyond the date that is five Business Days prior to the Maturity Date. Notwithstanding Revolving Termination Date if, at the foregoingtime of such request or such other time as may be agreed by the Issuing Bank, any Issuing Bank in respect of any outstanding Letter of Credit may extend the date of expiration of such Letter of Credit has become subject to a date after the date that is five Business Days prior Cash Collateralization or other arrangements satisfactory to the Maturity Date on such terms and subject to such conditions as may be agreed to between such Issuing Bank, the Company and the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of any Letter of Credit (i) shall be set forth in a notice delivered by the Company to the Administrative Agent promptly after the extension of the date of expiration of such Letter of Credit and (ii) shall for all purposes of this Agreement be deemed to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit beyond the Maturity Date, will be deemed to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under such Letter of Credit after the Maturity Date.

Appears in 2 contracts

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

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, 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 LC Outside Date ) after the Maturity Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date that is five Business Days referred to in clause (ii) above). Notwithstanding the foregoing, if the date of the required notification of intent to or not to renew or extend a Letter of Credit for an additional year (the LC Notification Date ) occurs prior to the Maturity Date. Any , but such Letter of Credit, if extended or renewed for an additional year, would expire after the LC Outside Date, such notification may be given (in the case of any Letter of Credit may provide by its terms that it may be extended for additional successive one-year periods under customary “evergreen” provisions on terms reasonably acceptable requires affirmative notification of intent to extend or renew) or withheld (in the applicable Issuing Bank; provided that, except as provided below in this paragraph, no case of any Letter of Credit may be extended automatically that requires notification of intent not to extend or otherwise beyond renew), and the date that is five Business Days prior to the Maturity Date. Notwithstanding the foregoing, any Issuing Bank in respect maturity of any outstanding such Letter of Credit may extend for a period of up to one year following the date of expiration 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 amount equal to 105% of such Letter of Credit as collateral security for the Borrower s reimbursement obligations in connection therewith, such cash to a date after the date that is five Business Days prior be remitted to the Maturity Date on Borrower upon and to the extent of the expiration, cancellation or other termination or satisfaction of such terms reimbursement obligations and subject to such conditions as may be agreed to between such (B) if requested by the Issuing BankLender, the Company and the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of any Letter of Credit shall promptly (i) shall be set forth but in a notice delivered by the Company to the Administrative Agent promptly after the extension of the date of expiration of such Letter of Credit and (ii) shall for all purposes of this Agreement be deemed to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit beyond no event later than the Maturity Date, will be deemed ) execute and deliver a letter of credit reimbursement agreement in form and substance satisfactory to have agreed that no the Issuing Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under connection with such Letter of Credit after the Maturity Daterenewal or extension.

Appears in 2 contracts

Samples: Loan and Guaranty Agreement, Loan and Guaranty Agreement

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, 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 (15) 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 Revolving Maturity Date. Notwithstanding the foregoing, any Issuing Bank in respect of any outstanding a Letter of Credit may extend the date of have an expiration of such Letter of Credit to a date after the date that is five Business Days prior to not more than twelve (12) months after the Revolving Maturity Date on such terms and subject to such conditions so long as may be agreed to between such Issuing Bank, (x) the Company and the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of any Letter of Credit (i) shall be set forth in a notice delivered by the Company provide cash collateral to the Administrative Agent promptly after the extension in an amount equal to 102% of the date of expiration of LC Exposure pursuant to and in accordance with Section 2.06(j) with respect to such Letter Letters of Credit and on or prior to fifteen (ii15) shall for all purposes of this Agreement be deemed to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending days before the date of expiration of any Letter of Credit beyond the Revolving Maturity Date, will be deemed to have agreed that no Lender shall have any obligation (y) the obligations of the Borrower under this Section 2.04(d) 2.06 in respect of any LC Disbursement resulting from a drawing made under such Letter 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 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 Administrative Agent after the Revolving Maturity DateDate until no such Letters of Credit remain outstanding.

Appears in 2 contracts

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

Expiration Date. Each No Letter of Credit shallshall 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, except as provided below in this paragraphany standby Letter of Credit may, expire at 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 extensionevent at least two (2) and (ii) the date that is five Business Days prior to the Maturity Date. Any date of the proposed renewal of such standby Letter of Credit) and upon fulfillment of the applicable conditions set forth in Article III unless the Issuing Bank shall have notified the Borrower Representative (with a copy to the Agent) on or prior to the date for notice of termination set forth in such Letter of Credit 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 (but in this paragraph, no Letter of Credit may be extended automatically or otherwise beyond the date that is five any event at least thirty (30) 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 automatic renewal) of its election not to renew such Letter of Credit to a date after the date that is five Business Days prior to the Maturity Date on such terms and subject to such conditions as may be agreed to between such Issuing Bank, the Company and the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of any standby Letter of Credit (i) shall be set forth in a notice delivered by “Notice of Termination”); provided that the Company to the Administrative Agent promptly after the extension terms of the date of expiration of such each standby Letter of Credit and that is automatically renewable annually shall not permit the expiration date (iiafter giving effect to any renewal) 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 standby Letter of Credit beyond in any event to be extended to a date later than one (1) Business Day before the Revolving Credit Maturity Date. If either a Notice of Renewal is not given by the Borrower Representative or a Notice of Termination is given by the Issuing Bank pursuant to the immediately preceding sentence, will such standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided however that even in the absence of receipt of a Notice of Renewal, the Issuing Bank may, in its discretion unless instructed to the contrary by the Agent or the Borrower Representative, deem that a Notice of Renewal had been timely delivered and, in such case, a Notice of Renewal shall be deemed to have agreed that no Lender shall have any obligation been so delivered for all purposes under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under such Letter of Credit after the Maturity Datethis Agreement.

Appears in 2 contracts

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

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, 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. Any If the Borrower so requests in any applicable notice given pursuant to Section 2.08(b) and an Issuing Bank agrees to do so, such Issuing Bank may issue a 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 Bankhas automatic renewal provisions; provided thatprovided, except as provided below in this paragraphhowever, no that any Letter of Credit may be extended automatically or otherwise beyond that has automatic renewal provisions must permit such Issuing Bank to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon by the Borrower and such Issuing Bank at the time such Letter of Credit is issued. Once any such Letter of Credit that is five 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 thirty (30) Business Days prior to the Maturity Date. Notwithstanding the foregoing; provided, any however, that such Issuing Bank in respect of shall not permit any outstanding Letter of Credit may extend the date of expiration of such renewal if (i) such Issuing Bank has determined that it would have no obligation at such time to issue such Letter of Credit to a date after 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 is five Business Days prior to the Maturity Date on such terms and subject to such conditions as may be agreed to between such Issuing BankBank is permitted to send a notice of non-renewal from the Administrative Agent, any Lender or the Company and Borrower that one or more of the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of any Letter of Credit (i) shall be set forth conditions specified in a notice delivered by the Company to the Administrative Agent promptly after the extension of the date of expiration of such Letter of Credit and (ii) shall for all purposes of this Agreement be deemed to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit beyond the Maturity Date, will be deemed to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under such Letter of Credit after the Maturity Date6.02 is not then satisfied.

Appears in 2 contracts

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

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, 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 (ii) the date that is five Business Days prior to the Maturity Date. Any such 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 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 thatthat if such expiry date is not a Business Day, 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 shall expire at or prior to the Maturity Date close of business on such terms and subject to such conditions as may be agreed to between such Issuing Bankthe next succeeding Business Day; provided, the Company and the applicable Borrowerfurther, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of that any Letter of Credit (i) shall be set forth in a notice delivered by may, upon the Company to the Administrative Agent promptly after the extension request of the date of expiration of Borrower, include a provision whereby such Letter of Credit and shall be renewed automatically for additional consecutive periods of one year or less (ii) shall for all purposes of this Agreement be deemed to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit but not beyond the Maturity LC Expiration Date, will be deemed to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under unless the applicable Issuing Bank agrees and such Letter of Credit after has been cash collateralized or backstopped (or the Maturity Date.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) unless the applicable Issuing Bank notifies the beneficiary thereof within the time period specified in such Letter of Credit or, if no such time period is specified, at least 30 days prior to the then-applicable expiration date, that such Letter of Credit will not be renewed. (e)

Appears in 2 contracts

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

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, (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 Business Days prior a Letter of Credit (other than an Existing Letter of Credit) may provide by its terms, and on terms acceptable to the applicable Issuing Bank, for renewal for successive periods of one year or less (but not beyond the Maturity Date) unless and until the applicable Issuing Bank shall have delivered prior written notice of nonrenewal to the beneficiary of such Letter of Credit no later than the time specified in such Letter of Credit (which the applicable Issuing Bank shall do only if one or more of the applicable conditions under Section 4.02 is not then satisfied). Any Notwithstanding the foregoing, any Existing Letter of Credit may provide by its terms that it may be extended for additional successive one-year periods under customary “evergreen” provisions terms, and on terms reasonably acceptable to applicable Issuing Bank, for renewal for successive periods of thirteen months or less unless and until the applicable Issuing Bank; provided that, except as provided below in this paragraph, no Bank shall have delivered a notice of nonrenewal to the beneficiary of such Existing Letter of Credit may be extended automatically or otherwise beyond no later than the date that is five Business Days prior to the Maturity Date. Notwithstanding the foregoing, any Issuing Bank time specified 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 on such terms and subject to such conditions as may be agreed to between such Issuing Bank, the Company and the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of any Existing Letter of Credit (i) shall be set forth in a notice delivered by the Company to the Administrative Agent promptly after the extension of the date of expiration of such or applicable Letter of Credit Document); provided that the applicable Issuing Bank may deliver such notice of nonrenewal in its sole discretion and (ii) no course of dealing or other circumstance shall for all purposes of this Agreement be deemed require such Issuing Bank to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending the date of expiration of extend or renew any Existing Letter of Credit beyond the Maturity Date, will be deemed to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under such Letter of Credit after the Maturity DateCredit.

Appears in 2 contracts

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

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, 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 Domestic Business Days prior to the Revolving Maturity Date. Any ; provided, however, that 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 may, upon the request of the applicable Issuing Bank; provided thatBorrower or Additional Borrower, except as provided below in this paragraph, no include a provision whereby such Letter of Credit may shall be extended renewed automatically for additional consecutive periods of 18 months or otherwise less (but not beyond the date that is five Domestic Business Days prior to the Revolving Maturity Date. Notwithstanding ) unless the foregoing, any applicable Issuing Bank notifies the beneficiary thereof at least 30 days prior to the then-applicable expiration date that such Letter of Credit will not be renewed. For the avoidance of doubt, if the Revolving Maturity Date in respect of any outstanding Letter 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 may extend the date associated with such Class of expiration of such Letter of Credit to a date after the date that is five Business Days prior Revolving Commitments, to the Revolving Maturity Date on such terms and subject in respect of any Class of Revolving Commitments as extended pursuant to such conditions as may be agreed Section 2.22; provided that, notwithstanding anything in this Agreement (including Section 2.22 hereof) or any other Loan Document to between such Issuing Bankthe contrary, the Company and the applicable BorrowerRevolving Maturity Date, and as such term is used in reference to any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of or any Letter of Credit (i) shall issued thereby, may not be set forth in a notice delivered by extended with respect to any Issuing Bank without the Company to the Administrative Agent promptly after the extension of the date of expiration prior written consent of such Letter of Credit and (ii) shall for all purposes of this Agreement be deemed to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit beyond the Maturity Date, will be deemed to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under such Letter of Credit after the Maturity Date.

Appears in 2 contracts

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

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, shall expire at or prior to the close of business on the earlier of (i) the date one year that is twelve months (or such longer period if agreed by the Issuing Bank in its sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year twelve months (or such longer period if agreed by the Issuing Bank in its sole discretion) after such renewal or extension) and (ii) the date that is five (5) Business Days prior to the Revolving Maturity Date. Any Letter of Credit may provide by its terms Date (except to the extent cash collateralized or backstopped not later than the date that it may be extended for additional successive one-year periods under customary “evergreen” provisions on terms is five (5) Business Days prior to the Revolving Maturity Date pursuant to an arrangement reasonably acceptable to the applicable Issuing Bank); provided thatthat if such expiry date is not a Business Day, except as provided below in this paragraph, no such Letter of Credit may shall expire at or prior to the close of business on the next succeeding Business Day; provided, further, that any Letter of Credit may, upon the request of the Borrower, include a provision whereby such Letter of Credit shall be auto-extended automatically for additional consecutive periods of twelve months (or otherwise such longer period if agreed by the Issuing Bank in its sole discretion) or less (but not beyond the date that is five (5) Business Days prior to the Revolving Maturity Date. Notwithstanding Date except to the foregoing, any extent cash collateralized or backstopped pursuant to an arrangement reasonably acceptable to the Issuing Bank) unless the applicable Issuing Bank sends written notice to the beneficiary via courier thereof within the time period specified 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 or, if no such time period is five Business Days specified, at least 30 days prior to the Maturity Date on such terms and subject to such conditions as may be agreed to between such Issuing Bankthen-applicable expiration date, the Company and the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of any Letter of Credit (i) shall be set forth in a notice delivered by the Company to the Administrative Agent promptly after the extension of the date of expiration of that such Letter of Credit and (ii) shall for all purposes of this Agreement will not be deemed extended. If the Borrower decides not to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending the date of expiration of automatically extend any Letter of Credit beyond Credit, it shall notify the Maturity Date, will be deemed applicable Issuing Bank not less than fifteen days prior to have agreed that no Lender shall have any obligation under Section 2.04(d) the time period specified in respect of any LC Disbursement resulting from a drawing made under such Letter of Credit after the Maturity Dateby which such Issuing Bank must send a notice of non-extension.

Appears in 2 contracts

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

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, 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 thereofof a Letter of Credit, one year after such renewal or extension) ), in each case unless consented to by the relevant Issuing Bank and the Administrative Agent, and (ii) the date that is five Business Days prior to the Maturity Date. Any If the Borrower so requests, the Issuing Bank shall agree to issue a Letter of Credit may provide by its terms that it may be extended for additional successive onehas automatic extension provisions (each, an “Auto-year periods under customary “evergreen” provisions on terms reasonably acceptable to the applicable Issuing BankExtension Letter of Credit”); provided that, except as provided below in this paragraph, no that any such Auto-Extension Letter of Credit may be extended automatically or otherwise must permit the relevant Issuing Bank to prevent any such extension at least once in each 12-month period (commencing with the date of issuance of such Letter of Credit and in no event extending beyond the date that is five Business Days prior to the Maturity Date unless Cash Collateralized or backstopped in a manner reasonably acceptable to the Administrative Agent and the applicable Issuing Bank) by giving prior notice to the beneficiary thereof not later than a day (the “Non-extension Notice Date. Notwithstanding ”) in each such 12-month period to be mutually agreed upon at the foregoing, any Issuing Bank in respect of any outstanding time such Letter of Credit is issued. Unless otherwise directed by the relevant Issuing Bank, the Borrower shall not be required to make a specific request to the relevant Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may extend not require) the date of expiration relevant Issuing Bank to permit the extension of such Letter of Credit at any time to a an expiry date after not later than the date that is five Business Days prior to the Maturity Date on such terms and subject to such conditions as may be agreed to between such Issuing Bank, Date; provided that the Company and the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an relevant Issuing Bank so shall not permit any such extension if (A) the relevant Issuing Bank has determined that it would have no obligation at such time to extend the date of expiration of any Letter of Credit (i) shall be set forth in a notice delivered by the Company to the Administrative Agent promptly after the extension of the date of expiration of issue such Letter of Credit and in its extended form under the terms hereof, or (iiB) shall for all purposes it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-extension Notice Date from the Administrative Agent any Lender or the Borrower that one or more of this Agreement be deemed to be a covenant contained the applicable conditions specified in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit beyond the Maturity Date, will be deemed to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under such Letter of Credit after the Maturity Date6.02 is not then satisfied or waived.

Appears in 2 contracts

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

Expiration Date. Each No Letter of Credit shallshall 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, except as provided below in this paragraphany standby Letter of Credit may, expire at 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 extensionevent at least three (3) and (ii) the date that is five Business Days prior to the Maturity Date. Any date of the proposed renewal of such standby Letter of Credit) and upon fulfillment of the applicable conditions set forth in Article III unless the Issuing Bank shall have notified the Company (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit 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 (but in this paragraph, no Letter of Credit may be extended automatically or otherwise beyond the date that is five any event at least thirty (30) 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 automatic renewal) of its election not to renew such Letter of Credit to a date after the date that is five Business Days prior to the Maturity Date on such terms and subject to such conditions as may be agreed to between such Issuing Bank, the Company and the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of any standby Letter of Credit (ia “Notice of Termination”); provided that the terms of each standby Letter of Credit that is automatically renewable annually shall not permit the expiration date (after giving effect to any renewal) shall of such standby Letter of Credit in any event to be set forth in extended to a notice delivered date later than one (1) Business Day before the Revolving Credit Maturity Date. If either a Notice of Renewal is not given by the Company (on behalf of the Borrower for whose account the Letter of Credit was issued) or a Notice of Termination is given by the Issuing Bank pursuant to the immediately preceding sentence, such standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal, the Issuing Bank may, in its discretion unless instructed to the contrary by the Administrative Agent promptly after or the extension Company, deem that a Notice of the date Renewal had been timely delivered and, in such case, a Notice of expiration of such Letter of Credit and (ii) Renewal shall for all purposes of this Agreement be deemed to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit beyond the Maturity Date, will be deemed to have agreed that no Lender shall have any obligation been so delivered for all purposes under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under such Letter of Credit after the Maturity Datethis Agreement.

Appears in 2 contracts

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

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is five Business Days prior to the Maturity Date. Any Letter of Credit may provide Expiration Date; provided that if the Borrower so requests in any applicable Letter of Credit Application, the applicable Issuing Bank shall agree to issue a standby or commercial Letter of Credit that has automatic renewal provisions (each, an “Auto- Renewal Letter of Credit”); provided that any such Auto-Renewal Letter of Credit must permit the applicable Issuing Bank to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by its terms that it may giving prior notice to the beneficiary thereof not later than a day (the “Nonrenewal Notice Date”) in each such twelve-month period to be extended for additional successive one-year periods under customary “evergreen” provisions on terms reasonably acceptable to agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Bank; provided that, except as provided below in this paragraph, no the Borrower shall not be required to make a specific request to such Issuing Bank for any such renewal. Once an Auto-Renewal Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided that no Issuing Bank shall permit any such renewal if (A) such Issuing Bank has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Section 2.05(b)(ii) or otherwise), or (B) it has received notice (in writing) on or before the day that is five (5) Business Days 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 extended automatically or otherwise renewed for a period beyond the date that is five Business Days prior to the Maturity Date. Notwithstanding Revolving Termination Date if, at the foregoingtime of such request or such other time as may be agreed by the Issuing Bank, any Issuing Bank in respect of any outstanding Letter of Credit may extend the date of expiration of such Letter of Credit has become subject to a date after the date that is five Business Days prior Cash Collateralization or other arrangements satisfactory to the Maturity Date on such terms and subject to such conditions as may be agreed to between such Issuing Bank, the Company and the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of any Letter of Credit (i) shall be set forth in a notice delivered by the Company to the Administrative Agent promptly after the extension of the date of expiration of such Letter of Credit and (ii) shall for all purposes of this Agreement be deemed to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit beyond the Maturity Date, will be deemed to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under such Letter of Credit after the Maturity Date.

Appears in 2 contracts

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

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, 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 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 one hundred eighty (180) days after 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 on such terms and subject to such conditions as may be agreed to between such Issuing Bank, the Company and the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of any Letter of Credit (i) shall be set forth in a notice delivered by the Company to the Administrative Agent promptly after the extension of the date of expiration 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 for all purposes agree to issue a standby Letter of this Agreement be deemed Credit that has automatic renewal provisions (each, an “Auto-Renewal Letter of Credit”); provided that any such Auto-Renewal Letter of Credit must permit the Issuing Bank to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Nonrenewal Notice Date”) in each such twelve-month period to be a covenant contained in Article VI hereofagreed upon at the time such Letter of Credit is issued. Each Unless otherwise directed by the Issuing Bank, by extending the date of expiration of Borrower shall not be required to make a specific request to the Issuing Bank for any such renewal. Once an Auto-Renewal Letter of Credit beyond has been issued, the Maturity Date, will Applicable Participants shall be deemed to have agreed that no Lender shall have any obligation under Section 2.04(dauthorized (but may not require) in respect the Issuing Bank to permit the renewal of any LC Disbursement resulting from a drawing made under such Letter of Credit after 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

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

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, 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 Business Days prior to the Maturity LC Termination 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 paragraphnotwithstanding the foregoing, no Letter of Credit may shall be extended automatically or otherwise issued (x) with an expiration date beyond the date that is five Business Days prior to the then Maturity Date. Notwithstanding the foregoing, any Issuing Bank in respect Date of any outstanding Lender if after giving effect thereto the total Revolving Credit Exposures would exceed the Expected Total Commitment in effect for each day on which such Letter of Credit is to be outstanding that occurs beyond such Maturity Date or (y) with an expiration date beyond the Business Day next preceding the then Maturity Date of the Issuing Bank thereof (as to any Issuing Bank, its “LC Issuer Maturity Date”), provided, however, that, at the request of the Borrower, an Issuing Bank may extend in its sole discretion permit any Letter of Credit to have an expiration date after the LC Termination Date by giving written notice of such permission to the Borrower, so long as upon the date of expiration any request of the respective Issuing Bank the Borrower shall pay to the respective Issuing Bank an amount of cash and/or cash equivalents acceptable to such Issuing Bank (in U.S. Dollars or the applicable Approved Alternate Currency as requested by such Issuing Bank) equal to 105% of the LC Exposure with respect to such Letter of Credit, such cash and cash equivalents to be held as security for the obligations of the Borrower in respect of such Letter of Credit in a cash collateral account, and pursuant to a date after the date that is five Business Days prior cash collateral arrangements, satisfactory to the Maturity Date on such terms and subject to such conditions as may be agreed to between such Issuing Bank, the Company and the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of any Letter of Credit (i) shall be set forth in a notice delivered by the Company to the Administrative Agent promptly after the extension of the date of expiration of such Letter of Credit and (ii) shall for all purposes of this Agreement be deemed to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit beyond the Maturity Date, will be deemed to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under such Letter of Credit after the Maturity Date.

Appears in 2 contracts

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

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, expire at or prior to the close of business on shall 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 Business Days three months after the latest Stated Termination Date; provided that 91 days prior to the Maturity latest Stated Termination Date the Borrower shall grant a first priority perfected security interest in, and deliver to each applicable Issuing Bank, for such Issuing Bank’s sole benefit, an amount in Dollars and in same days funds equal to 105% of the Available Amount of all outstanding Letters of Credit issued by such Issuing Bank that have an expiration date later than the latest Stated Termination Date. Any , 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 may provide 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 its terms that it may 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 extended for additional successive one-year periods fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party, in connection with any proceeding under customary “evergreen” provisions on terms reasonably acceptable 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) each Bank severally agrees to pay 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 upon demand its applicable share (without duplication) 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 on such terms and subject to such conditions as may be agreed to between amount so recovered from or repaid by such Issuing Bank, the Company and the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend plus interest thereon from the date of expiration such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of any Letter the Banks and the Issuing Banks under the preceding sentence of Credit this clause (ie) shall be set forth survive the payment in a notice delivered by the Company to the Administrative Agent promptly after the extension full of the date of expiration of such Letter of Credit Obligations and (ii) shall for all purposes the termination of this Agreement be deemed to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit beyond the Maturity Date, will be deemed to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under such Letter of Credit after the Maturity DateAgreement.

Appears in 2 contracts

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

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Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, 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. Any ; provided, that if the Borrower so requests, the relevant Issuing Bank shall agree to issue a Letter of Credit may provide by its terms that it may be extended for additional successive onehas automatic renewal provisions (each, an “Auto-year periods under customary “evergreen” provisions on terms reasonably acceptable to the applicable Issuing BankRenewal Letter of Credit”); provided that, except as provided below in this paragraph, no that (A) any such Auto-Renewal Letter of Credit may must permit such Issuing Bank to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day in each such twelve-month period to be extended automatically or otherwise beyond agreed upon at the time such Letter of Credit is issued (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 notified in writing to the Borrower by the applicable Issuing Bank, the Borrower shall not be required to make a specific request to such Issuing Bank for any such renewal. Once an Auto-Renewal Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than the earlier of (x) one (1) year from the date of such renewal and (y) the date that is five (5) Business Days prior to the Maturity Date. Notwithstanding ; provided that the foregoing, any Issuing Bank in respect of shall not permit any outstanding Letter of Credit may extend such renewal if (i) the date of expiration of Issuing Bank has determined that it would have no obligation at such time to issue such Letter of Credit to a date after in its renewed form under the date that is five Business Days prior to the Maturity Date on such terms and subject to such conditions as may be agreed to between such Issuing Bank, the Company and the applicable Borrower, and any agreement made hereof (by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of any Letter of Credit (i) shall be set forth in a notice delivered by the Company to the Administrative Agent promptly after the extension reason of the date provisions of expiration of such Letter of Credit and Section 2.06 or otherwise), or (ii) shall for all purposes it has received notice from the Administrative Agent, any Lender or the Borrower that one or more of this Agreement be deemed to be a covenant contained the applicable conditions specified in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit beyond the Maturity Date, will be deemed to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under such Letter of Credit after the Maturity Date.4.02 are not then satisfied

Appears in 2 contracts

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

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, shall 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 twelve months after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year twelve months after the then-current expiration date of such Letter of Credit, so long as such renewal or extensionextension occurs within three months of such then-current expiration date) and (ii) the date that is five Business Days prior to the Revolving Credit Maturity Date. Any ; provided that any Letter of Credit may provide contain customary automatic renewal provisions agreed upon by its terms that it may the Borrower and the applicable Issuing Lender pursuant to which the expiration date of such Letter of Credit shall automatically be extended for additional successive one-year periods under customary “evergreen” provisions a period of up to twelve months (but not to a date later than the date set forth in clause (ii) above), subject to a right on terms reasonably acceptable the part of such Issuing Lender to prevent any such renewal from occurring by giving notice to the applicable Issuing Bankbeneficiary in advance of any such renewal; and provided thatfurther that if there exist any Revolving Credit Commitments that have been extended pursuant to Section 2.22 (such extended Revolving Credit Commitments, except the “Extended Revolving Credit Commitments”) having a maturity date later than the Revolving Credit Maturity Date (the “Subsequent Maturity Date”), then, so long as provided below the aggregate LC Exposure in this paragraph, no respect of Letters of Credit expiring after the Revolving Credit Maturity Date will not exceed the lesser of the Letter of Credit Sublimit and the aggregate amount of such Extended Revolving Credit Commitments, the Borrower may be extended automatically request the issuance of a Letter of Credit that shall expire at or otherwise beyond prior to the close of business on the earlier of (A) the date twelve months after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, twelve months after the then-current expiration date of such Letter of Credit, so long as such renewal or extension occurs within three months of such then-current expiration date) and (B) 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 on such terms and subject to such conditions as may be agreed to between such Issuing Bank, the Company and the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of any Letter of Credit (i) shall be set forth in a notice delivered by the Company to the Administrative Agent promptly after the extension of the date of expiration of such Letter of Credit and (ii) shall for all purposes of this Agreement be deemed to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit beyond the Maturity Date, will be deemed to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under such Letter of Credit after the Subsequent Maturity Date.

Appears in 1 contract

Samples: Pledge Agreement (Teleflex Inc)

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, expire at No extension shall become effective unless the express written consent thereto by the Required Commitment Banks and the Issuing Bank is received by the Agent on or before the thirtieth (30th) day prior to the close Current Expiration Date. If the Issuing Bank and the Required Commitment Banks, but not all Commitment Banks, have expressly consented in writing to such Extension Request by such thirtieth (30th) day, then the Agent shall so notify XL Capital and XL Capital may, effective as of business on the earlier Current Expiration Date, take one or both of the following actions: (i) replace any Commitment Bank which has not agreed to such Extension Request (a "NONEXTENDING BANK") with another commercial lending institution satisfactory to the date one year after the date Issuing Bank (a "REPLACEMENT BANK") by giving notice of the issuance name of such Letter of Credit Replacement Bank to the Agent and the Issuing Bank not later than five (or, in the case of any renewal or extension thereof, one year after such renewal or extension5) and (ii) the date that is five Business Days prior to the Maturity Date. Any Letter of Credit may provide then Current Expiration Date and by its terms that it may be extended for additional successive one-year periods under customary “evergreen” provisions on terms reasonably acceptable securing the agreement, in form and substance satisfactory 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 each beneficiary under each outstanding Letter of Credit may extend the date of expiration of such Syndicated Letter of Credit to a date after the date that is five Business Days prior to the Maturity Date on substitution of such terms and subject to Replacement Bank for such conditions as may be agreed to between Nonextending Bank under each such Issuing Bank, the Company and the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of any Syndicated Letter of Credit (i) shall be set forth in a notice delivered by the Company to the Administrative Agent promptly after the extension of the date of expiration of such Letter of Credit Credit, and (ii) shall for all purposes of this Agreement be deemed elect to implement a Conversion to Tranche System as contemplated by Section 2.20 hereof (or, if the Conversion to Tranche System has previously been implemented, elect to implement a Supplement to Tranche System as contemplated by Section 2.20 hereof). In the event that a Nonextending Bank is to be replaced by a covenant contained in Article VI hereof. Each Issuing Replacement Bank, by extending such Nonextending Bank shall, upon payment to it of all amounts owing to it on the date of expiration its replacement, assign all of any Letter its interests hereunder to such Replacement Bank in accordance with the provisions of Credit beyond Section 9.13(c) hereof. If the Maturity Issuing Bank and the Required Commitment Banks shall have consented to such Extension Request, then, on the Current Expiration Date, will the Expiration Date shall be deemed to have agreed been extended to, and shall be, the date specified in such Extension Request; PROVIDED that no Lender if the Required Commitment Banks, but not all Commitment Banks, shall have consented to such Extension Request and XL Capital has elected to implement a Conversion to Tranche System, then the Expiration Date shall be deemed to have been so extended only with respect to Participated Letters of Credit and not with respect to Syndicated Letters of Credit. The Agent shall promptly after any obligation under Section 2.04(d) in respect such extension advise the Banks of any LC Disbursement resulting from a drawing made under such changes in the Letter of Credit after Committed Amounts and the Maturity DateLetter of Credit Commitment Percentages, as well as any changes effected by the election of the Conversion to Tranche System or a Supplement to Tranche System.

Appears in 1 contract

Samples: Xl Capital LTD

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, shall expire at or prior to the close of business on the earlier of (i) the date one year two years after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is five (5) Business Days prior to the Maturity Date. Any ; provided that any Letter of Credit may provide contain customary automatic renewal provisions agreed upon by its terms that it may be extended for additional successive one-year periods under customary “evergreen” provisions on terms reasonably acceptable to the Company and the applicable Issuing Bank; provided that, except as provided below in this paragraph, no Letter of Credit may be extended automatically or otherwise beyond Borrower and the date that is five Business Days prior to the Maturity Date. Notwithstanding the foregoing, any relevant Issuing Bank in respect of any outstanding Letter of Credit may extend pursuant to which the expiration date of expiration of such Letter of Credit (an “Auto Renewal Letter of Credit”) shall automatically be extended for consecutive periods of up to twenty four (24) months (but, subject to the penultimate sentence of this Section 2.06(c), not to a date after later than the date that is five Business Days prior to set forth in clause (ii) above). Unless otherwise directed by the Maturity Date on such terms and subject to such conditions as may be agreed to between such relevant Issuing Bank, the Company and the applicable Borrower, and any agreement made by the Company or the applicable Borrower shall not be required to induce an make a specific request to such Issuing Bank so to extend the date of expiration of for any such renewal. Once an Auto Renewal Letter of Credit (i) has been issued, the Revolving Lenders shall be set forth in a notice delivered by deemed to have authorized (but may not require) the Company relevant Issuing Bank to permit the Administrative Agent promptly after the extension of the date of expiration renewal of such Letter of Credit and at any time to an expiry date not later than the date set forth in clause (ii) above. Notwithstanding the foregoing to the contrary, a Letter of Credit may expire up to one year beyond the Maturity Date so long as the applicable Borrower cash collateralizes an amount equal to 105% of the face amount of such Letter of Credit in the manner described in Section 2.06(j) or provides a backup letter of credit in such amount and otherwise in form and substance acceptable to the relevant Issuing Bank and the Administrative Agent in their discretion, in each case no later than thirty (30) days prior to the Maturity Date. For the avoidance of doubt, if the Maturity Date shall for all purposes of be extended pursuant to Section 2.25, “Maturity Date” as referenced in this clause (c) shall refer to the Maturity Date as extended pursuant to Section 2.25; provided that, notwithstanding anything in this Agreement be deemed (including Section 2.25 hereof) or any other Loan Document to be a covenant contained the contrary, the Maturity Date, as such term is used in Article VI hereof. Each reference to the relevant Issuing Bank, by extending the date of expiration of Bank or any Letter of Credit beyond issued thereby, may not be extended without the Maturity Date, will be deemed to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect prior written consent of any LC Disbursement resulting from a drawing made under such Letter of Credit after the Maturity DateIssuing Bank.

Appears in 1 contract

Samples: Amendment and Restatement Agreement (Hillenbrand, Inc.)

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, 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 applicable Issuing Bank and (ii) the date that is five Business Days prior to the Revolving Maturity Date. Any ; provided that any Letter of Credit may provide contain customary automatic renewal provisions agreed upon by the applicable Borrower, or the Borrower Agent on its terms that it may behalf, and the applicable Issuing Bank pursuant to which the expiration date of such Letter of Credit shall automatically be extended for additional successive one-year periods under customary “evergreen” provisions a period of up to 12 months (but not to a date later than the date set forth in clause (ii) above), subject to a right on terms reasonably acceptable the part of such Issuing Bank to prevent any such renewal from occurring by giving notice to the beneficiary in advance of any such renewal; and provided further that if there exist any Incremental Revolving Commitments having a maturity date later than the Revolving Maturity Date (the “Subsequent Maturity Date”), then, so long as the aggregate LC Exposure in respect of Letters of Credit expiring after the Revolving Maturity Date will not exceed the lesser of $50,000,000 and the aggregate amount of such Incremental Revolving Commitments, the applicable Issuing Bank; provided thatBorrower, except as provided below in this paragraphor the Borrower Agent on its behalf, no may request the issuance of a Letter of Credit may be extended automatically that shall expire at or otherwise beyond prior to the close of business on the earlier of (A) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (B) the date that is five Business Days prior to the Subsequent Maturity Date. Notwithstanding the foregoing, any Letter of Credit issued hereunder may, in the sole discretion of the applicable Issuing Bank Bank, expire after the 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 each Borrower hereby agrees that it shall in the case of any such Letter of Credit issued for its account provide cash collateral in an amount equal to 102% of the LC Exposure in respect of any such outstanding Letter of Credit may extend to the date of expiration of such Letter of Credit to a date after the date that is applicable Issuing Bank at least five Business Days prior to the Revolving Maturity Date on (or the Subsequent Maturity Date, if applicable), which such terms amount shall be (A) deposited by the applicable Borrower in an account with and subject to such conditions as may be agreed to between in the name of such Issuing Bank, Bank and (B) held by such Issuing Bank for the Company and satisfaction of the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date ’s reimbursement obligations in respect of expiration of any such Letter of Credit (i) shall be set forth in a notice delivered by until the Company to the Administrative Agent promptly after the extension of the date of expiration of such Letter of Credit. Any Letter of Credit and issued with an expiration date beyond the fifth Business Day prior to the Revolving Maturity Date (iior the Subsequent Maturity Date, as applicable) shall for all purposes shall, to the extent of this Agreement be deemed any undrawn amount remaining thereunder on the Revolving Maturity Date (or the Subsequent Maturity Date, if applicable), cease to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit beyond Credit” outstanding under this Agreement for purposes of the Maturity Date, will be deemed Revolving Lenders’ obligations to have agreed that no Lender shall have any obligation under Section 2.04(d) participate in respect of any LC Disbursement resulting from a drawing made under such Letter Letters of Credit after the Maturity Datepursuant to clause (d) below.

Appears in 1 contract

Samples: Credit Agreement (NCR Corp)

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, the date that is one year after the date of such renewal or extension) and (ii) the date that is five Business Days prior to the 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” Date (unless other provisions on terms or arrangements reasonably acceptable satisfactory to the applicable Issuing Bank; provided thatBank and the Administrative Agent shall have been made with respect to such Letter of Credit). If the applicable Borrower so requests in any notice requesting the issuance of a Letter of Credit, except as provided below in this paragraph, no Table of Contents the applicable Issuing Bank shall issue a Letter of Credit may that has automatic renewal provisions (each, an “Auto Renewal Letter of Credit”); provided, that the applicable Borrower shall be extended automatically or otherwise beyond the date that is five Business Days prior required to make a specific request to the Maturity Date. Notwithstanding the foregoing, any applicable Issuing Bank in respect of for any outstanding such renewal. Once an Auto Renewal Letter of Credit may extend has been issued, the date of expiration applicable Revolving Credit Lenders shall be deemed to have authorized the renewal of such Letter of Credit at any time to a an expiry date after not later than the earlier of (i) the date that is one year from the date of such renewal (or such longer period as may be agreed by the applicable Issuing Bank pursuant to arrangements reasonably satisfactory to such Issuing Bank) and (ii) the date that is five Business Days prior to the Maturity Date on such terms and subject (unless other provisions or arrangements reasonably satisfactory to the applicable Issuing Bank shall have been made with respect to such conditions as may be agreed to between Letter of Credit); provided, that the applicable Issuing Bank shall not permit any such renewal if such Issuing Bank, the Company and the applicable Borrower, and any agreement made by the Company or the applicable Borrower Bank has determined that it would have no obligation at such time to induce an Issuing Bank so to extend the date of expiration of any Letter of Credit (i) shall be set forth in a notice delivered by the Company to the Administrative Agent promptly after the extension of the date of expiration of issue such Letter of Credit and in its renewed form under the terms hereof (ii) shall for all purposes by reason of this Agreement be deemed to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending the date provisions of expiration of any Letter of Credit beyond the Maturity Date, will be deemed to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under such Letter of Credit after the Maturity Date4.2 or otherwise).

Appears in 1 contract

Samples: Credit Agreement (Foundation Building Materials, Inc.)

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, 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 Business Days prior to the Maturity Date. Any Date for Revolving Loans; provided that (A) any Letter of Credit may provide contain customary automatic renewal provisions agreed upon by its terms that it may be extended for additional successive one-year periods under customary “evergreen” provisions on terms reasonably acceptable to the Borrower and the applicable Issuing BankBank pursuant to which the expiration date shall be automatically extended for a period of up to 12 months (but not to a date later than the date set forth in clause (ii) above), subject to a right on the part of such Issuing Bank to prevent any such renewal from occurring by giving notice to the beneficiary by a specified time in advance of any such renewal; provided thatprovided, except as provided below further, that (1) the applicable Issuing Bank shall not be obligated to extend any such Letter of Credit if it has received written notice that a Default or an Event of Default has occurred and is continuing at the time the Issuing Bank must elect to allow such extension, or (2) in this paragraphthe event there is a Revolving Lender that is a Defaulting Lender, no the Issuing Bank shall not be required to issue, renew or extend any Letter of Credit to the extent (x) the Defaulting Lender's Applicable Aggregate Revolving Percentage of the aggregate amount available to be drawn under the Letter of Credit may not be extended automatically reallocated pursuant to Section 2.21(a) or (y) the Issuing Bank has not otherwise beyond entered into arrangements satisfactory to it and the date that is five Business Days prior Borrower (including pursuant to Section 2.21(b)) to eliminate the Issuing Bank's risk with respect to the Maturity Date. Notwithstanding participation in Letters of Credit of the foregoingDefaulting Lender, including by cash collateralizing such Defaulting Lender's Applicable Aggregate Revolving Percentage of such LC Disbursement; and (B) any Issuing Bank in respect of any outstanding Letter of Credit may extend expire after the applicable date of expiration of referred to in clause (ii) above if such Letter of Credit to a date after the date that is five Business Days prior to is, no later than 30 days before the Maturity Date on such terms for Revolving Loans, cash collateralized in an amount and subject manner and pursuant to such conditions as may be agreed to between such Issuing Bank, the Company and documentation approved in writing by the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of (any Letter of Credit (i) shall be set forth in a notice delivered by the Company to the Administrative Agent promptly after the extension of the date of expiration of such Letter of Credit and (ii) shall for all purposes of this Agreement be deemed being referred to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending as the date of expiration of any “Cash Collateralized Letter of Credit beyond the Maturity Date, will be deemed to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under such Letter of Credit after the Maturity DateCredit”).

Appears in 1 contract

Samples: Assignment and Assumption (Healthsouth Corp)

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, 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 2018 Maturity Date. Any Date (or if any Extended Revolving Commitments, Incremental Revolving Commitments or Other Refinancing Revolving Commitments are outstanding, the last Maturity Date applicable thereto); provided that any Letter of Credit may provide contain customary automatic renewal provisions agreed upon 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 Borrower and 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 pursuant to which the expiration date of expiration 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 after later than the date set forth in clause (ii) above) (it being understood and agreed that is five Business Days the Existing Letters of Credit issued by Royal Bank of Canada will not be so renewed to the extent that Royal Bank of Canada has not already agreed to the renewal of such Letters of Credit prior to the Maturity Date on Restatement Effective Date); provided that any such terms and subject Auto-Renewal Letter of Credit must permit the Issuing Bank to prevent any such conditions as may 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 to between upon at the time such Letter of Credit is issued. Unless otherwise directed by the Issuing Bank, the Company and Borrower shall not be required to make a specific request to the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of for any such renewal. Once an Auto-Renewal Letter of Credit (i) has been issued, the Lenders shall be set forth in a notice delivered by deemed to have authorized (but may not require) the Company Issuing Bank to permit the Administrative Agent promptly after the extension of the date of expiration renewal of such Letter of Credit and (ii) shall for all purposes of this Agreement be deemed at any time to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending the an expiry date of expiration of any Letter of Credit beyond the Maturity Date, will be deemed to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under not later than such Letter of Credit after the Maturity Date.

Appears in 1 contract

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

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, shall expire (or be subject to termination by notice from the applicable LC 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, one year after such renewal or extension) and (ii) the date that is five (5) Business Days prior to the Maturity Date. Any ; provided that each such Letter of Credit may provide by its terms that it may be extended automatically renew annually for one 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 unless (a) such extension would cause such Letter of Credit to a date after the date that is remain outstanding five (5) Business Days prior to the Maturity Date on or (b) at least 30 days prior to the expiration date of such terms and subject to such conditions as may be agreed to between such Issuing BankLetter of Credit, the Company and the applicable Borrower, and any agreement made notice is given by the Company or respective LC Issuer in accordance with the applicable Borrower to induce an Issuing Bank so to extend terms of the respective Letter of Credit (a “Notice of Non-Extension”) that the expiration date of such Letter of Credit will not be extended beyond its current expiration date. The respective LC Issuer will give Notices of Non-Extension as to any Letter or all outstanding Letters of Credit if requested to do so by the Required Lenders pursuant to Article VII. The respective LC Issuer will give Notices of Non-Extension as to all outstanding Letters of Credit (i) shall be set forth in a notice delivered by if the Company Maturity Date has occurred; provided, further, that if acceptable to the applicable Fronting Bank and the Administrative Agent promptly after the extension of the date of expiration of such Agent, a Fronted Letter of Credit and (ii) shall for all purposes of this Agreement be deemed to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending may have an expiration date no later than the date of expiration of any Letter of Credit beyond that occurs one (1) year after the Maturity Date so long as on the Maturity Date, will be deemed to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under such Fronted Letter of Credit after is cash collateralized in a manner reasonably satisfactory to such Fronting Bank and the Maturity DateAdministrative Agent or other arrangements as may be acceptable to such Fronting Bank and the Administrative Agent have been put in place. The respective LC Issuer will send a copy of each Notice of Non-Extension to the Borrower concurrently with delivery thereof to the respective beneficiary, unless prohibited by law from doing so.

Appears in 1 contract

Samples: Credit Agreement (Hanover Insurance Group, Inc.)

Expiration Date. Each Subject to the portion of this paragraph (c) which follows the first sentence hereof, each Letter of Credit shall, except as provided below in this paragraph, 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, up to one year after such renewal or extension) and (ii) the date that is five Business Days prior to the Maturity Date). Any Letter of Credit may provide by its terms that it may be extended for the automatic renewal thereof for additional successive one-one year periods under customary “evergreen” provisions on terms reasonably acceptable (or for shorter periods) unless prior to the applicable Issuing Bank; provided that, except as provided below in this paragraph, no then currently stated expiration date of such 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 sends the beneficiary of any outstanding such Letter of Credit may extend notice of the Issuing Bank's election not to renew such Letter of Credit for any additional period (which notice of nonrenewal shall not be sent without the Domestic Borrower's consent unless a Default or Event of Default shall have occurred and be continuing). However, if the automatic renewal of such a Letter of Credit would occur (absent notice of nonrenewal) on the Maturity Date (as extended, if extended) or within 60 days prior thereto, and such renewal would cause the expiration date of expiration of such Letter of Credit to a date fall after the date that is five Business Days Maturity Date (as extended, if extended), then at least 60 days prior to the (then) Maturity Date on such terms and subject to such conditions as may be agreed to between such Issuing BankDate, the Company and Domestic Borrower shall provide the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of any Letter of Credit (i) shall be set forth in a notice delivered by the Company Administrative Agent with cash collateral acceptable to the Administrative Agent promptly after Agent, in its sole discretion, so as to fully secure the extension of the date of expiration of LC Exposure represented by such Letter of Credit plus all accrued and (ii) unpaid fees thereon. If such cash collateral has been provided as and when required above, the Issuing Bank shall for all purposes not send a notice of this Agreement be deemed nonrenewal with respect to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any such expiring Letter of Credit beyond unless a Default or Event of Default shall have occurred and be continuing (in which case the decision as to whether or not to send such notice, with or without the timely posting of such cash collateral, shall, subject to the penultimate sentence of this paragraph (c), require the written approval of the Required Lenders and the Issuing Bank). If a Letter of Credit either does not contain such an automatic renewal provision or the automatic renewal thereof would occur more than 60 days prior to the (then) Maturity Date, will be deemed and the Letter of Credit either has an expiration date which falls after the (then) Maturity Date (as extended, if extended) or the automatic renewal thereof would cause it to have agreed that no Lender an expiration date after the (then) Maturity Date, then at least 60 days prior to the (then) Maturity Date the Domestic Borrower shall have any obligation under Section 2.04(d) provide the Administrative Agent with cash collateral acceptable to the Administrative Agent, in respect of any its sole discretion, so as to fully secure the LC Disbursement resulting from a drawing made under Exposure represented by such Letter of Credit after plus all accrued and unpaid fees thereon. If cash collateral has been provided as and when required by the foregoing sentence, the Issuing Bank shall not send a notice of nonrenewal with respect to any such expiring Letter of Credit which contains an automatic renewal clause unless a Default or Event of Default shall have occurred and be continuing (in which case the decision as to whether or not to send such notice, with or without the timely posting of such cash collateral, shall, subject to the penultimate sentence of this paragraph (c), require the written approval of the Required Lenders and the Issuing Bank). The provisions of paragraph (j) of this Section 2.06 shall apply, mutatis mutandis, to the deposit and the maintenance of an account with respect to, and the application of, all cash collateral contemplated by this paragraph (c). Nothing in this paragraph (c) shall be construed to obligate the Issuing Bank or any Lender (i) to permit any automatic renewal of a Letter of Credit to occur later than April 11, 2008, regardless of the existence of cash collateral therefor or any other fact or circumstances, or (ii) to approve any extension of the current (April 11, 2008) Maturity Date. Moreover, notwithstanding the release of any other Collateral pursuant to the terms of any Collateral Document or by separate agreement in accordance with Section 9.02(b), cash collateral posted pursuant to this paragraph (c) shall not be released, prior to the indefeasible satisfaction of the obligations of the Domestic Borrower which are secured thereby, except upon the express written agreement of the Issuing Bank and all of the Lenders.

Appears in 1 contract

Samples: Credit Agreement (Volt Information Sciences, Inc.)

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, expire at or prior to the close of business on shall 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 Business Days three months after the latest Stated Termination Date; provided that 91 days prior to the Maturity latest Stated Termination Date the Borrower shall grant a first priority perfected security interest in, and deliver to each applicable Issuing Bank, for such Issuing Bank's sole benefit, an amount in Dollars and in same days funds equal to 105% of the Available Amount of all outstanding Letters of Credit issued by such Issuing Bank that have an expiration date later than the latest Stated Termination Date. Any , 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 Business Days after notice from the Borrower to the Agent that a Letter of Credit may provide 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 its terms that it may 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 extended for additional successive one-year periods fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party, in connection with any proceeding under customary “evergreen” provisions on terms reasonably acceptable 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) each Bank severally agrees to pay 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 upon demand its applicable share (without duplication) 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 on such terms and subject to such conditions as may be agreed to between amount so recovered from or repaid by such Issuing Bank, the Company and the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend plus interest thereon from the date of expiration such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of any Letter the Lenders and the Issuing Banks under the preceding sentence of Credit this clause (ie) shall be set forth survive the payment in a notice delivered by the Company to the Administrative Agent promptly after the extension full of the date of expiration of such Letter of Credit Obligations and (ii) shall for all purposes the termination of this Agreement be deemed to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit beyond the Maturity Date, will be deemed to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under such Letter of Credit after the Maturity DateAgreement.

Appears in 1 contract

Samples: Credit Agreement (Halliburton Co)

Expiration Date. Each Subject to the portion of this paragraph (c) which follows the first sentence hereof, each Letter of Credit shall, except as provided below in this paragraph, 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, up to one year after such renewal or extension) and (ii) the date that is five Business Days prior to the Maturity Date). Any Letter of Credit may provide by its terms that it may be extended for the automatic renewal thereof for additional successive one-one year periods under customary “evergreen” provisions on terms reasonably acceptable (or for shorter periods) unless prior to the applicable Issuing Bank; provided that, except as provided below in this paragraph, no then currently stated expiration date of such 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 sends the beneficiary of any outstanding such Letter of Credit may extend notice of the Issuing Bank's election not to renew such Letter of Credit for any additional period (which notice of nonrenewal shall not be sent without the Domestic Borrower's consent unless a Default or Event of Default shall have occurred and be continuing). However, if the automatic renewal of such a Letter of Credit would occur (absent notice of nonrenewal) on the Maturity Date (as extended, if extended) or within 60 days prior thereto, and such renewal would cause the expiration date of expiration of such Letter of Credit to a date fall after the date that is five Business Days Maturity Date (as extended, if extended), then at least 60 days prior to the (then) Maturity Date on such terms and subject to such conditions as may be agreed to between such Issuing BankDate, the Company and Domestic Borrower shall provide the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of any Letter of Credit (i) shall be set forth in a notice delivered by the Company Administrative Agent with cash collateral acceptable to the Administrative Agent promptly after Agent, in its sole discretion, so as to fully secure the extension of the date of expiration of LC Exposure represented by such Letter of Credit plus all accrued and (ii) unpaid fees thereon. If such cash collateral has been provided as and when required above, the Issuing Bank shall for all purposes not send a notice of this Agreement be deemed nonrenewal with respect to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any such expiring Letter of Credit beyond unless a Default or Event of Default shall have occurred and be continuing (in which case the decision as to whether or not to send such notice, with or without the timely posting of such cash collateral, shall, subject to the penultimate sentence of this paragraph (c), require the written approval of the Required Lenders and the Issuing Bank). If a Letter of Credit either does not contain such an automatic renewal provision or the automatic renewal thereof would occur more than 60 days prior to the (then) Maturity Date, will be deemed to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under such and the Letter of Credit either has an expiration date which falls after the (then) Maturity Date (as extended, if extended) or the automatic renewal thereof would cause it to have an expiration date after the (then) Maturity Date., then at least 60 days prior to the (then)

Appears in 1 contract

Samples: Credit Agreement (Volt Information Sciences Inc)

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, 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 thereofof a Letter of Credit, one year after such renewal or extension) ), in each case unless consented to by the relevant Issuing Bank and the Administrative Agent, and (ii) the date that is five Business Days prior to the Maturity Date. Any If the Borrower so requests, the Issuing Bank shall agree to issue a Letter of Credit may provide by its terms that it may be extended for additional successive onehas automatic extension provisions (each, an “Auto-year periods under customary “evergreen” provisions on terms reasonably acceptable to the applicable Issuing BankExtension Letter of Credit”); provided that, except as provided below in this paragraph, no that any such Auto-Extension Letter of Credit may be extended automatically or otherwise must permit the relevant Issuing Bank to prevent any such extension at least once in each 12-month period (commencing with the date of issuance of such Letter of Credit and in no event extending beyond the date that is five Business Days prior to the Maturity Date unless Cash Collateralized or backstopped in a manner reasonably acceptable to the Administrative Agent and the applicable Issuing Bank) by giving prior notice to the beneficiary thereof not later than a day (the “Non-extension Notice Date. Notwithstanding ”) in each such 12-month period to be mutually agreed upon at the foregoing, any Issuing Bank in respect of any outstanding time such Letter of Credit is issued. Unless otherwise directed by the relevant Issuing Bank, the Borrower shall not be required to make a specific request to the relevant Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may extend not require) the date of expiration relevant Issuing Bank to permit the extension of such Letter of Credit at any time to a an expiry date after not later than the date that is five Business Days prior to the Maturity Date on such terms and subject to such conditions as may be agreed to between such Issuing Bank, Date; provided that the Company and the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an relevant Issuing Bank so shall not permit any such extension if (A) the relevant Issuing Bank has determined that it would have no obligation at such time to extend the date of expiration of any Letter of Credit (i) shall be set forth in a notice delivered by the Company to the Administrative Agent promptly after the extension of the date of expiration of issue such Letter of Credit and in its extended form under the terms hereof, or (iiB) shall for all purposes it has received notice ​ [Credit Agreement] ​ ​ (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-extension Notice Date from the Administrative Agent any Lender or the Borrower that one or more of this Agreement be deemed to be a covenant contained the applicable conditions specified in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit beyond the Maturity Date, will be deemed to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under such Letter of Credit after the Maturity Date6.02 is not then satisfied or waived.

Appears in 1 contract

Samples: Credit Agreement (Sundance Energy Inc.)

Expiration Date. Each Letter of Credit shallshall expire (or, except as provided below in the case of any auto-renewing Letter of Credit, be subject to termination in accordance with this paragraph, expire Section) at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that ), unless a longer term is five Business Days prior consented 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 that with respect to each Letter of Credit may be extended automatically or otherwise with an expiry date beyond the date that is five Business Days days prior to the Maturity Date such Letter of Credit shall have been cash collateralized or such other arrangements, in each case reasonably satisfactory to the applicable Issuing Bank, shall have been made (it being understood that, except in respect of drawing requests and draws made prior to the Maturity Date, each Lender’s participation in such Letter of Credit shall revert to such Issuing Bank on the Maturity Date, and no Lender (other than the applicable Issuing Bank) shall be entitled to any Letter of Credit fees pursuant to Section 2.11(b) on and after the Maturity Date, except to the extent such fees have been accrued on account of such Lender in accordance with such Section and remain unpaid). Notwithstanding the foregoingpreceding sentence, any Issuing Bank in respect of any outstanding but subject to the proviso thereof, if the Borrower so requests, a Letter of Credit may extend provide for automatic renewals for additional periods of up to one year (each, an “Auto-Renewal Letter of Credit”); provided, however, that the applicable Issuing Bank shall have the right to prevent any such renewal from occurring at least once in each twelve-month period (commencing with the date of expiration 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-month period to be agreed upon at the time such Letter of Credit is issued (and, in any case, such Issuing Bank shall give notice of non-renewal to the beneficiary if so directed by the Borrower). Unless otherwise directed by the Issuing Bank, the Borrower shall not be required to make a specific request to the Issuing Bank for any such renewal of an Auto-Renewal Letter of Credit. Once an Auto-Renewal Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the Issuing Bank to permit the renewal of such Letter of Credit to a date after the date that is five Business Days at any time prior to an expiry date in compliance with the Maturity Date on such terms and subject to such conditions as may be agreed to between such Issuing Bank, the Company and the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of any Letter of Credit (i) shall be set forth in a notice delivered by the Company to the Administrative Agent promptly after the extension of the date of expiration of such Letter of Credit and (ii) shall for all purposes provisions of this Agreement be deemed to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending the date paragraph (c) of expiration of any Letter of Credit beyond the Maturity Date, will be deemed to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under such Letter of Credit after the Maturity Datethis Section.

Appears in 1 contract

Samples: Credit Agreement (Keurig Dr Pepper Inc.)

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, 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 thereofof a Letter of Credit, one year after such renewal or extension) ), in each case unless consented to by the relevant Issuing Bank and the Administrative Agent, and (ii) the date that is five Business Days prior to the Revolving Maturity Date. Any If the Borrower so requests, the Issuing Bank shall agree to issue a Letter of Credit may provide by its terms that it may be extended for additional successive onehas automatic extension provisions (each, an “Auto-year periods under customary “evergreen” provisions on terms reasonably acceptable to the applicable Issuing BankExtension Letter of Credit”); provided that, except as provided below in this paragraph, no that any such Auto-Extension Letter of Credit may be extended automatically or otherwise must permit the relevant Issuing Bank to prevent any such extension at least once in each 12-month period (commencing with the date of issuance of such Letter of Credit and in no event extending beyond the date that is five Business Days prior to the Revolving Maturity Date unless Cash Collateralized or backstopped in a manner reasonably acceptable to the Administrative Agent and the applicable Issuing Bank) by giving prior notice to the beneficiary thereof not later than a day (the “Non-extension Notice Date. Notwithstanding ”) in each such 12-month period to be mutually agreed upon at the foregoing, any Issuing Bank in respect of any outstanding time such Letter of Credit is issued. Unless otherwise directed by the relevant Issuing Bank, the Borrower shall not be required to make a specific request to the relevant Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may extend not require) the date of expiration relevant Issuing Bank to permit the extension of such Letter of Credit at any time to a an expiry date after not later than the date that is five Business Days prior to the Revolving Maturity Date on such terms and subject to such conditions as may be agreed to between such Issuing Bank, Date; provided that the Company and the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an relevant Issuing Bank so shall not permit any such extension if (A) the relevant Issuing Bank has determined that it would have no obligation at such time to extend the date of expiration of any Letter of Credit (i) shall be set forth in a notice delivered by the Company to the Administrative Agent promptly after the extension of the date of expiration of issue such Letter of Credit and in its extended form under the terms hereof, or (iiB) shall for all purposes it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-extension Notice Date from the Administrative Agent any Revolving Lender or the Borrower that one or more of this Agreement be deemed to be a covenant contained the applicable conditions specified in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit beyond the Maturity Date, will be deemed to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under such Letter of Credit after the Maturity Date6.02 is not then satisfied or waived.

Appears in 1 contract

Samples: Credit Agreement (Sundance Energy Inc.)

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, 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 Business Days prior to the Revolving Maturity Date. Any ; provided that any Letter of Credit with a one-year term may provide by its terms that it may be extended for the automatic renewal thereof for additional successive one-year periods under customary “evergreen” provisions on terms reasonably acceptable (which shall in no event extend beyond the date referred to in clause (ii) above) so long as such Letter of Credit permits the applicable Issuing Bank; provided that, except as provided below Bank to prevent any such extension at least once in this paragraph, no each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit may is issued. Once an automatic renewal Letter of Credit has been issued, the Revolving Lenders shall be extended automatically or otherwise beyond deemed to have authorized the applicable Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than the date referred to in clause (ii) above; provided, however, that such Issuing Bank shall not permit any such extension if it has received written notice on or before the day that is five seven (7) Business Days prior before the Non- Extension Notice Date from any Lender or the Administrative Agent that a Default or Event of Default has occurred and is continuing directing such Issuing Bank not to the Maturity Datepermit such extension. Notwithstanding the foregoing, any Letter of Credit issued hereunder may, in the sole discretion of the applicable Issuing Bank, expire after the fifth Business Day prior to the Revolving Maturity Date but no later than on or before the date that is ninety (90) days after the Revolving Maturity Date; provided that the Borrowers hereby agree that they shall provide cash collateral in an amount satisfactory to the applicable Issuing Bank in respect of any such outstanding Letter of Credit may extend to such Issuing Bank at least five (5) Business Days prior to the date Revolving Maturity Date, which such amount shall be (A) deposited by the Borrowers in an account (i) with and in the name of the Administrative Agent held for the benefit of such Issuing Bank or (ii) with such Issuing Bank and in the name of and controlled by the Borrowers and (B) held by the Administrative Agent or such Issuing Bank, as applicable, for the satisfaction of the Borrowers’ reimbursement obligations in respect of such Letter of Credit until the expiration of such Letter of Credit. Any Letter of Credit to a issued with an expiration date after beyond the date that is five fifth Business Days Day prior to the Revolving Maturity Date on such terms and subject shall, to such conditions as may be agreed to between such Issuing Bank, the Company and the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration extent of any Letter of Credit (i) shall be set forth in a notice delivered by undrawn amount remaining thereunder on the Company fifth Business Day prior to the Administrative Agent promptly after the extension of the date of expiration of such Letter of Credit and (ii) shall for all purposes of this Agreement be deemed Revolving Maturity Date, cease to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit beyond Credit” outstanding under this Agreement for purposes of the Maturity Date, will be deemed Revolving Lenders’ obligations to have agreed that no Lender shall have any obligation under Section 2.04(d) participate in respect of any LC Disbursement resulting from a drawing made under such Letter Letters of Credit after the Maturity Datepursuant to clause (d) below.

Appears in 1 contract

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

Expiration Date. Each Letter of Credit shallshall expire (or, except as provided below in the case of any auto-renewing Letter of Credit, be subject to termination in accordance with this paragraph, expire Section) at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) ), unless a longer term is consented to by the applicable Issuing Bank, provided that with respect to each Letter of Credit with an expiry date beyond the Maturity Date such Letter of Credit shall have been cash collateralized or such other arrangements, in each case reasonably satisfactory to the applicable Issuing Bank, shall have been made (it being understood that, except in respect of drawing requests and (ii) the date that is five Business Days draws made prior to the Maturity Date, each Lender’s participation in such Letter of Credit shall revert to such Issuing Bank on the Maturity Date, and no Lender (other than the applicable Issuing Bank) shall be entitled to any Letter of Credit fees pursuant to Section 2.11(b) on and after the Maturity Date, except to the extent such fees have been accrued on account of such Lender in accordance with such Section and remain unpaid). Any Notwithstanding the preceding sentence, but subject to the proviso thereof, if the Borrower so requests, a Letter of Credit may provide by its terms that it may be extended for automatic renewals for additional successive oneperiods of up to one year (each, an “Auto-year periods under customary “evergreen” provisions on terms reasonably acceptable to Renewal Letter of Credit”); provided, however, that the applicable Issuing Bank; provided that, except as provided below Bank shall have the right to prevent any such renewal from occurring at least once in this paragraph, no each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Renewal Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit may be extended automatically or otherwise beyond the date that is five Business Days prior issued (and, in any case, such Issuing Bank shall give notice of non-renewal to the Maturity Datebeneficiary if so directed by the Borrower). Notwithstanding Unless otherwise directed by the foregoingIssuing Bank, any the Borrower shall not be required to make a specific request to the Issuing Bank in respect for any such renewal of any outstanding an Auto-Renewal Letter of Credit. Once an Auto-Renewal Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may extend not require) the date of expiration Issuing Bank to permit the renewal of such Letter of Credit to a date after the date that is five Business Days at any time prior to an expiry date in compliance with the Maturity Date on such terms and subject to such conditions as may be agreed to between such Issuing Bank, the Company and the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of any Letter of Credit (i) shall be set forth in a notice delivered by the Company to the Administrative Agent promptly after the extension of the date of expiration of such Letter of Credit and (ii) shall for all purposes provisions of this Agreement be deemed to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending the date paragraph (c) of expiration of any Letter of Credit beyond the Maturity Date, will be deemed to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under such Letter of Credit after the Maturity Datethis Section.

Appears in 1 contract

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

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, 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 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 (5) Business Days prior to the Maturity Date on such terms and subject with respect to such conditions as may be agreed the Revolving Commitments pursuant to between such Issuing Bankwhich issued (or if any Extended Revolving Commitments, Incremental Revolving Commitments or Other Refinancing Revolving Commitments are outstanding, the Company and last Maturity Date applicable thereto (so long as the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date aggregate amount of expiration such Letters of Credit are not in excess of such commitments)); provided that any Letter of Credit (i) shall be set forth in a notice delivered may contain customary automatic renewal provisions agreed upon by the Company respective Borrower and the Issuing Bank pursuant to which the Administrative Agent promptly after the extension of the expiration date of expiration of such Letter of Credit and (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) shall for all purposes above); provided that any such Auto Renewal Letter of this Agreement be deemed Credit must permit the Issuing Bank to prevent any such renewal at least once in each twelve month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day in each such twelve month period to be a covenant contained in Article VI hereofagreed upon at the time such Letter of Credit is issued. Each Unless otherwise directed by the Issuing Bank, by extending the date of expiration of respective Borrower shall not be required to make a specific request to the Issuing Bank for any such renewal. Once an Auto Renewal Letter of Credit beyond has been issued, the Maturity Date, will Lenders shall be deemed to have agreed that no Lender shall have any obligation under Section 2.04(dauthorized (but may not require) in respect the Issuing Bank to permit the renewal of any LC Disbursement resulting from a drawing made under such Letter of Credit after the at any time to an expiry date not later than such Maturity Date.

Appears in 1 contract

Samples: Restatement Agreement (Endo International PLC)

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is five Business Days prior to the Maturity scheduled Revolving Termination Date (unless the Borrower has confirmed in writing to the Issuing Bank that such Letter of Credit will be a Supported Letter of Credit not later than 45 days prior to the scheduled Revolving Termination Date, in which case such expiration date shall not be later than one year after the Revolving Termination Date). Any Notwithstanding clause (i) of the preceding sentence, a Letter of Credit may provide by its terms that it may be extended for additional successive one-year periods under customary “evergreen” have automatic renewal provisions on terms reasonably acceptable to the applicable Issuing Bank; provided that, except so long as provided below in this paragraph, no such Letter of Credit may be extended automatically or otherwise beyond permits the Issuing Bank to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving notice to the beneficiary thereof not later than a day (the “Nonrenewal Notice Date”) agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Issuing Bank, the Borrower shall not be required to make a specific request to the Issuing Bank for any such automatic renewal (and, once such a Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the Issuing Bank to permit the renewal of such Letter of Credit from time to time (subject to the first sentence of this clause (c)); provided that is (A) the Issuing Bank shall have no obligation to permit 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 and (B) the Issuing Bank shall not permit such renewal if it has received notice from the Borrower, the Administrative Agent or any Lender at lease five Business Days prior to the Maturity Date. Notwithstanding the foregoing, Nonrenewal Notice Date that any Issuing Bank applicable condition specified 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 Section 4.2 is five Business Days prior to the Maturity Date on such terms and subject to such conditions as may be agreed to between such Issuing Bank, the Company and the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of any Letter of Credit (i) shall be set forth in a notice delivered by the Company to the Administrative Agent promptly after the extension of the date of expiration of such Letter of Credit and (ii) shall for all purposes of this Agreement be deemed to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit beyond the Maturity Date, will be deemed to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under such Letter of Credit after the Maturity Datenot then satisfied.

Appears in 1 contract

Samples: Credit Agreement (Patrick Industries Inc)

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, 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 the then-current expiration date at the time of such renewal or extension) and (ii) the date that is five Business Days prior to the Revolving Maturity Date. Any Letter Date (unless such Letters of Credit may provide by its terms that it may be extended for additional successive one-year periods under customary “evergreen” provisions have been cash collateralized or backstopped on terms or prior to such fifth Business Day pursuant to arrangements reasonably acceptable satisfactory to the applicable Issuing Bank); provided that, except as provided below in this paragraph, no that (x) any Letter of Credit may may, upon the request of the Borrower, include a provision whereby such Letter of Credit shall be extended automatically or otherwise for additional periods (but not beyond the date that is five Business Days prior to the Revolving Maturity Date. Notwithstanding 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 foregoing, any 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 outstanding Letter 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 may extend the date associated with such Class of expiration of such Letter of Credit to a date after the date that is five Business Days prior Revolving Commitments, to the Revolving Maturity Date on such terms and subject in respect of any Class of Revolving Commitments as extended pursuant to such conditions as may be agreed Section 2.22; provided that, notwithstanding anything in this Agreement (including Section 2.22 hereof) or any other Loan Document to between such Issuing Bankthe contrary, the Company and the applicable BorrowerRevolving Maturity Date, and as such term is used in reference to any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of or any Letter of Credit (i) shall issued thereby, may not be set forth in a notice delivered by extended with respect to any Issuing Bank without the Company to the Administrative Agent promptly after the extension of the date of expiration prior written consent of such Letter of Credit and (ii) shall for all purposes of this Agreement be deemed to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit beyond the Maturity Date, will be deemed to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under such Letter of Credit after the Maturity Date.

Appears in 1 contract

Samples: Credit Agreement (Arconic Corp)

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, 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 Business Days prior to the Maturity Date (or, if there are different Maturity Dates hereunder, the then earliest scheduled Maturity Date. Any ); provided that any Letter of Credit may provide by its terms that it may be extended for the automatic renewal thereof for additional successive one-year periods under customary “evergreen” provisions on terms reasonably acceptable to so long as such automatic renewal does not extend the applicable Issuing Bankexpiration thereof beyond the date specified in clause (ii) above; provided provided, further that, except as provided below in this paragraphif at any time there are different Maturity Dates hereunder, no any Letter of Credit may be extended automatically or otherwise beyond expire after the date specified in such clause (ii) (but in no event later than the date that is five Business Days prior to the next earliest scheduled Maturity Date. Notwithstanding the foregoingDate at such time) so long as, any Issuing Bank in respect of any outstanding Letter of Credit may extend on the date of expiration 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 the Issuing Banks (determined for these purposes without giving effect to the participations therein of the Lenders pursuant to this Section) with respect to Letters of Credit to a that have an expiry date after the date that is five Business Days prior to the then earliest scheduled Maturity Date on such terms and subject to such conditions as may be agreed to between such Issuing Bank, would not exceed the Company and the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of any Letter of Credit (i) shall be set forth in a notice delivered by the Company to the Administrative Agent promptly after the extension of the date of expiration of such Letter of Credit and (ii) shall for all purposes of this Agreement be deemed to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit beyond the Maturity Date, will be deemed to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under such Letter of Credit after the Maturity DateSublimit.

Appears in 1 contract

Samples: Credit Agreement (Newell Rubbermaid Inc)

Expiration Date. Each Letter Except for Evergreen Letters of Credit shall, except as provided below that are subject to the terms and conditions set forth in this paragraph, expire at or prior to the close no Letter of business on Credit shall have an expiration date that is later than the earlier of (i) the date one year after following the date of the issuance of such Letter of Credit thereof (or, in the case of any renewal extension of the expiration date thereof, whether automatic or extension thereofby amendment, one year after the then-current expiration date of such renewal or extensionLetter of Credit) unless otherwise permitted by L/C Issuer (subject to the other provisions of this Agreement) and (ii) the date that is five Business Days prior before the Commitment Termination Date, and neither Agent nor Lenders shall be under any obligation to the Maturity Date. Any incur Letter of Credit may provide by Obligations in respect of, or purchase or acquire participations in, any Letter of Credit having an expiration date that is later than the Commitment Termination Date. If Borrower so requests in any notice requesting the issuance of a Letter of Credit (or the amendment of an outstanding Letter of Credit), L/C Issuer may, in its terms sole discretion, agree to issue a Letter of Credit that it may be extended for additional successive has automatic extension provisions (each, an “Evergreen Letter of Credit”), provided, that any such Evergreen Letter of Credit shall permit L/C Issuer to prevent any such extension at least once in each one-year periods under customary “evergreen” provisions on terms reasonably acceptable period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the applicable Issuing Bank; provided that, except as provided below beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in this paragraph, no each such one-year period to be agreed upon by Xxxxxxxx and L/C Issuer at the time such Letter of Credit may is issued. Unless otherwise directed by L/C Issuer, Borrower shall not be extended automatically or otherwise beyond the date that is five Business Days prior required to the Maturity Datemake a specific request to L/C Issuer for any such extension. Notwithstanding the foregoing, any Issuing Bank in respect of any outstanding Once an Evergreen Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may extend not require) L/C Issuer to permit the date of expiration extension of such Letter of Credit at any time to a an expiration date after not later than the expiration date that is five Business Days prior to the Maturity Date on such terms and subject to such conditions as may be agreed to between such Issuing Bank, the Company and the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of any Letter of Credit (i) shall be set forth in a notice delivered by the Company to the Administrative Agent promptly after the extension of the date of expiration of such Letter of Credit and (ii) shall for all purposes of permitted under this Agreement be deemed to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit beyond the Maturity Date, will be deemed to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under such Letter of Credit after the Maturity Dateparagraph.

Appears in 1 contract

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

Expiration Date. Each Existing Letter of Credit shallshall expire on its stated expiry date as in effect on the Effective Date and may not be renewed or extended, except but may be replaced with the issuance of a new US Tranche Letter of Credit issued by JPMorgan Chase Bank, N.A., as provided below in this paragraph, Issuing Bank. Each other 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 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 if the Borrower so requests, the Issuing Bank may, in respect of any outstanding its reasonable discretion, agree to issue a Letter of Credit may extend after the Effective Date that has automatic renewal provisions (each, an “Auto Renewal Letter of Credit”); provided that any such Auto Renewal Letter of Credit must permit the Issuing Bank to prevent any such renewal at least once in each twelve-month period (commencing with the date of expiration issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day in each such twelve month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Issuing Bank, the Borrower shall not be required to make a specific request to the Issuing Bank for any such renewal. Once an Auto Renewal Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the Issuing Bank to permit the renewal of such Letter of Credit at any time to a an expiry date after not later than the date that is five Business Days prior to the Maturity Date on such terms and subject to such conditions as may be agreed to between such Issuing Bank, the Company and the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend earlier of (i) one year from the date of expiration of such renewal and (ii) the Maturity Date; provided that the Issuing Bank shall not permit any Letter of Credit such renewal if (ix) shall be set forth in a notice delivered by the Company Issuing Bank has determined that it would have no obligation at such time to the Administrative Agent promptly after the extension of the date of expiration of issue such Letter of Credit and in its renewed form under the terms hereof, or (iiy) shall for all purposes 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 Agreement be deemed paragraph from the Administrative Agent that any Revolving Lender directly affected thereby has elected not to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit beyond the Maturity Date, will be deemed to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under permit such Letter of Credit after the Maturity Daterenewal.

Appears in 1 contract

Samples: Credit Agreement (MPS Group Inc)

Expiration Date. Each The Letter of Credit shall, except as provided below in this paragraph, shall expire at or prior to the close of business on the earlier of (i) Expiration Date and provides that it shall be subject to automatic renewal for additional one-year periods unless, pursuant to the date one year after the date terms of the issuance Letter of such Credit, the Issuing Bank shall have notified the beneficiary thereof at least 30 days prior to the then Expiration Date that the Letter of Credit will not be renewed. If, as at (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (iibut immediately prior to) the time of automatic renewal, the Letter of Credit expiration date that is five Business Days prior to the Maturity Date. Any , and provided that, as at such time, (i) the Issuing Bank, in its sole and absolute discretion, has agreed to extend the Letter of Credit, (ii) the Commitments have not been terminated or otherwise allowed to lapse, (iii) the aggregate Commitments are not less than the sum of the Revolving Credit Exposures and (iv) the Issuing Bank has received a certificate of a Financial Officer of the Borrower certifying that no Default has occurred and is continuing and the Issuing Bank has not received written notice from the Administrative Agent, any Lender or any Loan Party that a Default has occurred and is continuing, the Letter of Credit may provide by its terms that it may will be extended for additional successive one-year periods under customary “evergreen” provisions on terms reasonably acceptable to one year. If, as at (but immediately prior to) the applicable Issuing Bank; provided thattime of automatic renewal, except as provided below in this paragraph, no (1) the Letter of Credit may expiration date is on or after the Maturity Date, (2) the Commitments have been terminated or otherwise allowed to lapse, (3) the Aggregate Commitments are less than the sum of the Revolving Credit Exposures or (4) the Issuing Bank has not received a certificate of a Financial Officer of the Borrower certifying that no Default has occurred and is continuing or the Issuing Bank has received written notice from the Administrative Agent, any Lender or any Loan Party that a Default has occurred and is continuing, the Letter of Credit will not be extended automatically or otherwise beyond unless Lenders representing 100% of the date LC Exposure shall have notified the Administrative Agent that is five Business Days such Lenders have consented to such extension at least 60 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 on such terms and subject to such conditions as may be agreed to between such Issuing Bank, the Company and the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of any Letter of Credit (iprovided that, as at (but immediately prior to) the time of automatic renewal, the Borrower shall be have satisfied all conditions set forth in a notice delivered by such consent to such extension) and the Company to the Administrative Agent promptly after the extension of the date of expiration of such Letter of Credit and (ii) shall for all purposes of this Agreement be deemed to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit beyond the Maturity Datein its sole and absolute discretion, will be deemed to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under consented to such Letter of Credit after the Maturity Dateextension.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Wellchoice Inc)

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, shall expire (or be subject to termination or non-renewal by notice from the Issuing Bank to the beneficiary thereof) at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, including, without limitation, any automatic renewal provision, one year after such renewal or extension) and (ii) the date that is five Business Days prior to the Revolving Credit Maturity Date. Any ; provided, that notwithstanding clause (ii) above, a Letter of Credit with a one year maturity date issued under clause (i) above may provide by its terms that it may be extended for additional successive one-year periods under customary expire after the Revolving Credit Maturity Date (a evergreen” provisions on terms reasonably acceptable Cash Collateralized LC”) if the Borrower has delivered cash collateral to the applicable Issuing Bank; provided that, except as provided below in this paragraph, Bank no Letter of Credit may be extended automatically or otherwise beyond later than the date that is five Business Days thirty (30) days prior to the Revolving Credit Maturity Date (the “LC Expiration Date. Notwithstanding ”) in an amount equal to 105% of the foregoing, any Issuing Bank in respect face amount of any outstanding Letter of Credit may extend the date of expiration of such Letter of Credit (the “XX Xxxx Collateral”). To the extent the Borrower fails to a date after provide the date that is five Business Days prior XX Xxxx Collateral on the LC Expiration Date, the Borrower shall be deemed to have requested an ABR Revolving Borrowing in accordance with the terms of Section 2.03 hereof in an amount equal to 105% of the face amount of the Cash Collateralized LC, the proceeds of which will be delivered to the Maturity Date on such terms and subject to such conditions as may be agreed to between such Issuing Bank, the Company and the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so as cash collateral. In the event that any such ABR Revolving Borrowing cannot be made for any reason on the LC Expiration Date, then each Lender hereby agrees that it shall promptly fund its participation interest acquired pursuant to extend Section 2.04(d) in such Cash Collateralized LC (which shall be delivered to the date of expiration Issuing Bank as cash collateral). Upon the cash collateralization of any Letter of Credit (i) pursuant to this Section, such Cash Collateralized LC shall be set forth in a notice delivered by deemed to be issued outside of this Agreement; provided, that, the Company to the Administrative Agent promptly after the extension of the date of expiration of fees associated with such Letter of Credit and (ii) under the terms hereof shall continue to accrue, but shall thereafter be solely for all purposes the benefit of this Agreement be deemed to be a covenant contained in Article VI hereof. Each the Issuing Bank, by extending the date of expiration of any Letter of Credit beyond the Maturity Date, will be deemed to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under such Letter of Credit after the Maturity Date.

Appears in 1 contract

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

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, the date that is one year after the date of such renewal or extension) and (ii) the date that is five Business Days prior to the Revolving Credit Maturity Date. Any Letter of Credit may provide by its terms that it may be extended for additional successive one-year periods under customary “evergreen” Date (unless other provisions on terms or arrangements reasonably acceptable satisfactory to the applicable Issuing Bank; provided thatBank and Administrative Agent shall have been made with respect to such Letter of Credit, except as provided below but which shall include the release by the relevant Issuing Bank of each applicable Revolving Credit Lender from its participation obligations hereunder with respect to such Letter of Credit). If the applicable Borrower so requests in this paragraphany notice requesting the issuance of a Letter of Credit, no the applicable Issuing Bank shall issue a Letter of Credit may that has automatic renewal provisions (each, an “Auto Renewal Letter of Credit”); provided that the applicable Borrower shall be extended automatically or otherwise beyond required to make a specific request to the applicable Issuing Bank for any such renewal. Once an Auto Renewal Letter of Credit has been issued, the applicable Revolving Credit Lenders shall be deemed to have authorized the renewal of such Letter of Credit at any time to an expiry date not later than the earlier of (i) the date that is one year from the date of such renewal and (ii) the date that is five Business Days prior to the Revolving Credit Maturity Date. Notwithstanding Date (unless other provisions or arrangements reasonably satisfactory to the foregoing, any applicable Issuing Bank in shall have been made with respect of any outstanding to such Letter of Credit, and shall include the release by the relevant Issuing Bank and the Administrative Agent of each applicable Revolving Credit may extend Lender from its participation obligations hereunder with respect to such Letter of Credit); provided that the date of expiration of 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 to a date after in its renewed form under the date that is five Business Days prior to the Maturity Date on such terms and subject to such conditions as may be agreed to between such Issuing Bank, the Company and the applicable Borrower, and any agreement made hereof (by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of any Letter of Credit (i) shall be set forth in a notice delivered by the Company to the Administrative Agent promptly after the extension reason of the date provisions of expiration of such Letter of Credit and (ii) shall for all purposes of this Agreement be deemed to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit beyond the Maturity Date, will be deemed to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under such Letter of Credit after the Maturity Date4.2 or otherwise).

Appears in 1 contract

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

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, 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 two years after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal extension); provided that (A) each Existing U.S. Bank Letter of Credit shall be permitted to have the original expiration date for such Existing U.S. Bank Letter of Credit as set forth on Part B of Schedule 2.06 so long as such date is two years or extensionless from the Amendment No. 2 Effective Date (but, for the avoidance of doubt, other than such original expiration date, each such Existing U.S. Bank Letter of Credit and any amendment or extension thereof shall comply with this Section 2.06(c) in all respects) and (B) each Designated Letter of Credit shall be permitted to have the original expiration date for such Designated Letter of Credit as set forth on Schedule I of the Designated Letter of Credit Agreement applicable to such Designated Letter of Credit so long as such date is two years or less from the effective date of the Designated Letter of Credit Agreement applicable to such Designated Letter of Credit (but, for the avoidance of doubt, other than such original expiration date, each such Designated Letter of Credit and any amendment or extension thereof shall comply with this Section 2.06(c) in all respects) and (ii) the date that is five (5) Business Days prior to the Revolving Credit Maturity Date. Any ; provided that any Letter of Credit may provide contain customary automatic extension provisions agreed upon by its terms that it may be extended for additional successive one-year periods under customary “evergreen” provisions on terms reasonably acceptable to the Company and the applicable Issuing Bank; provided that, except as provided below in this paragraph, no Letter of Credit may be extended automatically or otherwise beyond Borrower and the date that is five Business Days prior to the Maturity Date. Notwithstanding the foregoing, any relevant Issuing Bank in respect of any outstanding Letter of Credit may extend pursuant to which the expiration date of expiration of such Letter of Credit (an “Auto Extension Letter of Credit”) shall automatically be extended for consecutive periods of up to twenty four (24) months (but, subject to the penultimate sentence of this Section 2.06(c), not to a date after later than the date that is five Business Days prior to set forth in clause (ii) above). Unless otherwise directed by the Maturity Date on such terms and subject to such conditions as may be agreed to between such relevant Issuing Bank, the Company and the applicable Borrower, and any agreement made by the Company or the applicable Borrower shall not be required to induce an make a specific request to such Issuing Bank so to extend the date of expiration of for any such extension. Once an Auto Extension Letter of Credit (i) has been issued, the Revolving Lenders shall be set forth in a notice delivered by deemed to have authorized (but may not require) the Company relevant Issuing Bank to the Administrative Agent promptly after permit the extension of the date of expiration of such Letter of Credit and at any time to an expiry date not later than the date set forth in clause (ii) above. Notwithstanding the foregoing to the contrary, a Letter of Credit may expire up to one year beyond the Revolving Credit Maturity Date so long as the applicable Borrower cash collateralizes, such Letter of Credit in an amount equal to 105% of the face amount of such Letter of Credit in the manner described in Section 2.06(j) or provides a backup letter of credit in such amount and otherwise in form and substance reasonably acceptable to the relevant Issuing Bank and the Administrative Agent in their discretion, in each case no later than thirty (30) days prior to the Revolving Maturity Date. For the avoidance of doubt, if the Revolving Credit Maturity Date shall for all purposes of be extended pursuant to Section 2.25, “Revolving Credit Maturity Date” as referenced in this clause (c) shall refer to the Maturity Date as extended pursuant to Section 2.25; provided that, notwithstanding anything in this Agreement be deemed (including Section 2.25 hereof) or any other Loan Document to be a covenant contained the contrary, the Revolving Credit Maturity Date, as such term is used in Article VI hereof. Each reference to the relevant Issuing Bank, by extending the date of expiration of Bank or any Letter of Credit beyond issued thereby, may not be extended without the Maturity Date, will be deemed to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect prior written consent of any LC Disbursement resulting from a drawing made under such Letter of Credit after the Maturity DateIssuing Bank.

Appears in 1 contract

Samples: Credit Agreement (Hillenbrand, Inc.)

Expiration Date. Each Letter of Credit 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 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 on such terms and subject to such conditions as may be agreed to between such Issuing Bank, the Company and the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of any Letter of Credit (i) shall be set forth in a notice delivered by the Company to the Administrative Agent promptly after the extension of the date of expiration of such Letter of Credit and (ii) shall for all purposes of this Agreement be deemed to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit beyond the Maturity Date, will be deemed to have agreed that no Lender shall have any obligation under Section 2.04(d2.05(d) in respect of any LC Disbursement resulting from a drawing made under such Letter of Credit after the Maturity Date."

Appears in 1 contract

Samples: Molson Coors Brewing Co

Expiration Date. Each Letter Except for Evergreen Letters of Credit shall, except as provided below that are subject to the terms and conditions set forth in this paragraph, expire at or prior to the close no Letter of business on Credit shall have an expiration date that is later than the earlier of (i) the date one year after eighteen months following the date of the issuance of such Letter of Credit thereof (or, in the case of any renewal extension of the expiration date thereof, whether automatic or extension thereofby amendment, one year after the then‑current expiration date of such renewal or extensionLetter of Credit) unless otherwise permitted by L/C Issuer (subject to the other provisions of this Agreement) and (ii) the Letter of Credit Expiration Date, and neither Administrative Agent nor Lenders shall be under any obligation to incur L/C Obligations in respect of, or purchase or acquire participations in, any Letter of Credit having an expiration date that is five Business Days prior to later than the Maturity Date. Any Letter of Credit may provide by Expiration Date. If Borrower so requests in any notice requesting the issuance of a Letter of Credit (or the amendment of an outstanding Letter of Credit), L/C Issuer may, in its terms sole discretion, agree to issue a Letter of Credit that it may be extended for additional successive has automatic extension provisions (each, an “Evergreen Letter of Credit”), provided that any such Evergreen Letter of Credit shall permit L/C Issuer to prevent any such extension at least once in each one-year periods under customary “evergreen” provisions on terms reasonably acceptable period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the applicable Issuing Bank; provided that, except as provided below beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in this paragraph, no each such one-year period to be agreed upon by Xxxxxxxx and L/C Issuer at the time such Letter of Credit may is issued. Unless otherwise directed by L/C Issuer, Borrower shall not be extended automatically or otherwise beyond the date that is five Business Days prior required to the Maturity Datemake a specific request to L/C Issuer for any such extension. Notwithstanding the foregoing, any Issuing Bank in respect of any outstanding Once an Evergreen Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may extend not require) L/C Issuer to permit the date of expiration extension of such Letter of Credit at any time to a an expiration date after not later than the expiration date that is five Business Days prior to the Maturity Date on such terms and subject to such conditions as may be agreed to between such Issuing Bank, the Company and the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of any Letter of Credit (i) shall be set forth in a notice delivered by the Company to the Administrative Agent promptly after the extension of the date of expiration of such Letter of Credit and (ii) shall for all purposes of permitted under this Agreement be deemed to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit beyond the Maturity Date, will be deemed to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under such Letter of Credit after the Maturity Dateparagraph.

Appears in 1 contract

Samples: Credit Agreement (HighPeak Energy, Inc.)

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, 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 Business Days prior to the Maturity Date. Any Date for the Revolving Credit Facility; provided that any Letter of Credit may provide by its terms that it may be extended for the renewal thereof for additional successive one-periods not to exceed one year periods under customary “evergreen” provisions on terms reasonably acceptable (which in no event extend beyond the date referred to in clause (ii) above). Notwithstanding the applicable foregoing, the Issuing Bank, in its sole discretion, may issue one or more Letters of Credit, each with an expiration date extending beyond the Maturity Date for the Revolving Credit Facility (each a “Designated Letter of Credit” and, collectively, the “Designated Letters of Credit”); provided that, except as provided below in this paragraph, no Letter of Credit may be extended automatically that on or otherwise beyond before the date that is five Business Days 30 days prior to the Maturity Date for the Revolving Credit Facility, to the extent that any Designated Letter of Credit remains outstanding, the applicable Borrower shall Cash Collateralize the aggregate then undrawn and unexpired amount of all Designated Letters of Credit outstanding at such time. In the event that the applicable Borrower fails to Cash Collateralize the outstanding Designated Letters of Credit by the CHAR2\1701593v10 date that is 30 days prior to the Maturity Date. Notwithstanding the foregoing, any Issuing Bank in respect of any each such outstanding Designated Letter of Credit may extend shall automatically be deemed drawn in full and such Borrower shall be deemed to have requested a Revolving Credit Advance to be funded by the Revolving Lenders on such date of expiration to reimburse such drawing (with the proceeds of such Letter 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 Revolving Lender of its pro rata share of such Revolving Credit Advance to a date after Cash Collateralize the outstanding Designated Letters of Credit on the date that is five Business Days 30 days prior to the Maturity Date on such terms and subject to such conditions as may be agreed to between such Issuing Bank, for the Company and the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of any Letter of Revolving Credit (i) Facility shall be set forth in a notice delivered deemed payment by the Company to the Administrative Agent promptly after the extension of the date of expiration of such Letter of Credit and (ii) shall for all purposes of this Agreement be deemed to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit beyond the Maturity Date, will be deemed to have agreed that no Revolving Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under its participation in each such Designated Letter of Credit after the Maturity DateCredit.

Appears in 1 contract

Samples: Credit Agreement (Rayonier Inc)

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, 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 two years after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is five (5) Business Days prior to the Maturity Date. Any ; provided that any Letter of Credit may provide contain customary automatic renewal provisions agreed upon by its terms that it may be extended for additional successive one-year periods under customary “evergreen” provisions on terms reasonably acceptable to the Company and the applicable Issuing Bank; provided that, except as provided below in this paragraph, no Letter of Credit may be extended automatically or otherwise beyond Borrower and the date that is five Business Days prior to the Maturity Date. Notwithstanding the foregoing, any relevant Issuing Bank in respect of any outstanding Letter of Credit may extend pursuant to which the expiration date of expiration of such Letter of Credit (an “Auto Renewal Letter of Credit”) shall automatically be extended for consecutive periods of up to twenty four (24) months (but, subject to the penultimate sentence of this Section 2.06(c), not to a date after later than the date that is five Business Days prior to set forth in clause (ii) above). Unless otherwise directed by the Maturity Date on such terms and subject to such conditions as may be agreed to between such relevant Issuing Bank, the Company and the applicable Borrower, and any agreement made by the Company or the applicable Borrower shall not be required to induce an make a specific request to such Issuing Bank so to extend the date of expiration of for any such renewal. Once an Auto Renewal Letter of Credit (i) has been issued, the Revolving Lenders shall be set forth in a notice delivered by deemed to have authorized (but may not require) the Company relevant Issuing Bank to permit the Administrative Agent promptly after the extension of the date of expiration renewal of such Letter of Credit and at any time to an expiry date not later than the date set forth in clause (ii) above. Notwithstanding the foregoing to the contrary, a Letter of Credit may expire up to one year beyond the Maturity Date so long as the applicable Borrower cash collateralizes an amount equal to 105% of the face amount of such Letter of Credit in the manner described in Section 2.06(j) or provides a backup letter of credit in such amount and otherwise in form and substance reasonably acceptable to the relevant Issuing Bank and the Administrative Agent in their discretion, in each case no later than thirty (30) days prior to the Maturity Date. For the avoidance of doubt, if the Maturity Date shall for all purposes of be extended pursuant to Section 2.25, “Maturity Date” as referenced in this clause (c) shall refer to the Maturity Date as extended pursuant to Section 2.25; provided that, notwithstanding anything in this Agreement be deemed (including Section 2.25 hereof) or any other Loan Document to be a covenant contained the contrary, the Maturity Date, as such term is used in Article VI hereof. Each reference to the relevant Issuing Bank, by extending the date of expiration of Bank or any Letter of Credit beyond issued thereby, may not be extended without the Maturity Date, will be deemed to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect prior written consent of any LC Disbursement resulting from a drawing made under such Letter of Credit after the Maturity DateIssuing Bank.

Appears in 1 contract

Samples: Credit Agreement (Hillenbrand, Inc.)

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, 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 Business Days prior to the Revolving Credit Maturity Date. Any If the Borrower so requests in any notice requesting the issuance of a Letter of Credit, the applicable Issuing Bank shall issue a Letter of Credit may provide by its terms that it may has automatic renewal provisions (each, an “Auto Renewal Letter of Credit”), provided, that the Borrower shall be extended for additional successive one-year periods under customary “evergreen” provisions on terms reasonably acceptable required to make a specific request to the applicable Issuing Bank; provided that, except as provided below in this paragraph, no Bank for any such renewal. Once an Auto Renewal Letter of Credit may has been issued, the Revolving Credit Lenders shall be extended automatically or otherwise beyond deemed to have authorized the renewal of such Letter of Credit at any time to an expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the date that is five Business Days prior to the Revolving Credit Maturity Date. Notwithstanding ; provided that the foregoing, any applicable Issuing Bank in respect of shall not permit any outstanding Letter of Credit may extend the date of expiration of such renewal if such Issuing Bank has determined that it would have no obligation at such time to issue such Letter of Credit to in its renewed form under the terms hereof (by reason of the provisions of Section 4.2 or otherwise). 106 Unrestricted Subsidiary as a date after the date Restricted Subsidiary; provided that is five Business Days prior to the Maturity Date on such terms and subject to such conditions as may be agreed to between such Issuing Bank, the Company and the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of any Letter of Credit (i) shall be set forth in a notice delivered by the Company to the Administrative Agent promptly immediately before and after the extension such designation, no Default or Event of the date of expiration of such Letter of Credit and (ii) shall for all purposes of this Agreement be deemed to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit beyond the Maturity Date, will be deemed to have agreed that no Lender Default shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under such Letter of Credit after the Maturity Date.occurred and be continuing,

Appears in 1 contract

Samples: Credit Agreement (GNC Holdings, Inc.)

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, 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 agreed 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 Business Days prior to the Revolving Credit Maturity Date. Any If the Borrower so requests in any applicable Letter of Credit may provide by Request, the Issuing Bank may, in its terms that it may be extended for additional successive one-year periods under customary “evergreen” provisions on terms reasonably acceptable sole and absolute discretion, agree to the applicable Issuing Bank; provided that, except as provided below in this paragraph, no issue a Letter of Credit may be extended automatically or otherwise beyond that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date that of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Issuing Bank, the Borrower shall not be required to make a specific request to the Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Revolving Credit Lenders shall be deemed to have authorized (but may not require) the Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than the five Business Days prior to the Revolving Credit Maturity Date. Notwithstanding ; provided, however, that the foregoing, any Issuing Bank in respect of shall not permit any outstanding Letter of Credit may extend such extension if the date of expiration of Issuing Bank has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit to a date after in its revised form (as extended) under the date that is five Business Days prior terms hereof (by reason of the provisions of clause (e) of Section 2.05 or otherwise pursuant to the Maturity Date on such terms and subject to such conditions as may be agreed to between such Issuing Bank, the Company and the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of any Letter of Credit (i) shall be set forth in a notice delivered by the Company to the Administrative Agent promptly after the extension of the date of expiration of such Letter of Credit and (ii) shall for all purposes of this Agreement be deemed to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit beyond the Maturity Date, will be deemed to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under such Letter of Credit after the Maturity Date).

Appears in 1 contract

Samples: Credit Agreement (Kinder Morgan, Inc.)

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, 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 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 one hundred eighty (180) days after 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 on such terms and subject to such conditions as may be agreed to between such Issuing Bank, the Company and the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of any Letter of Credit (i) shall be set forth in a notice delivered by the Company to the Administrative Agent promptly after the extension of the date of expiration 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 for all purposes agree to issue a standby Letter of this Agreement be deemed Credit that has automatic renewal provisions (each, an “Auto-Renewal Letter of Credit”); provided that any such Auto-Renewal Letter of Credit must permit the Issuing Bank to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Nonrenewal Notice Date”) in each such twelve-month period to be a covenant contained in Article VI hereofagreed upon at the time such Letter of Credit is issued. Each Unless otherwise directed by the Issuing Bank, by extending the date of expiration of Borrower shall not be required to make a specific request to the Issuing Bank for any such renewal. Once an Auto-Renewal Letter of Credit beyond has been issued, the Maturity Date, will Applicable Participants shall be deemed to have agreed that no Lender shall have any obligation under Section 2.04(dauthorized (but may not require) in respect the Issuing Bank to permit the renewal of any LC Disbursement resulting from a drawing made under such Letter of Credit after 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 applicable to the Extended Tranche-1 Revolving Commitments 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 1 contract

Samples: Credit Agreement (KC Holdco, LLC)

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, 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) unless the Borrowers shall have deposited in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to (or posted a backstop letter of credit with a stated amount equal to) 102% of the LC Exposure as of the date that is five Business Days prior to such date plus any accrued and unpaid interest thereon (or made other arrangements satisfactory to the applicable Issuing Bank), the date that is five Business Days prior to the Revolving Credit Maturity Date. Any If a Borrower so requests in any notice requesting the issuance of a Letter of Credit, the applicable Issuing Bank shall issue a Letter of Credit may provide by its terms that it may has automatic renewal provisions (each, an “Auto Renewal Letter of Credit”), provided, that such Borrower shall be extended required to make a specific request to the applicable Issuing Bank for additional successive one-any such renewal. Once an Auto Renewal Letter of Credit has been issued, the Revolving Credit Lenders shall be deemed to have authorized the renewal of such Letter of Credit at any time to an expiry date not later than the earlier of (i) one year periods under customary “evergreen” provisions on terms from the date of such renewal and (iii) unless the Borrowers shall have deposited in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to (or posted a backstop letter of credit with a stated amount equal to) 102% of the LC Exposure as of the Revolving Credit Maturity Date plus any accrued and unpaid interest thereon (or made other arrangements reasonably acceptable satisfactory 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 Revolving Credit Maturity Date. Notwithstanding ; provided that the foregoing, any applicable Issuing Bank in respect of shall not permit any outstanding Letter of Credit may extend the date of expiration of such renewal if such Issuing Bank has determined that it would have no obligation at such time to issue such Letter of Credit to a date after in its renewed form under the date that is five Business Days prior to the Maturity Date on such terms and subject to such conditions as may be agreed to between such Issuing Bank, the Company and the applicable Borrower, and any agreement made hereof (by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of any Letter of Credit (i) shall be set forth in a notice delivered by the Company to the Administrative Agent promptly after the extension reason of the date provisions of expiration of such Letter of Credit and (ii) shall for all purposes of this Agreement be deemed to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit beyond the Maturity Date, will be deemed to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under such Letter of Credit after the Maturity Date4.2 or otherwise).

Appears in 1 contract

Samples: Abl Credit Agreement (GNC Holdings, Inc.)

Expiration Date. Each Letter of Credit shall(a) The "Expiration Date" shall be June 9, except as provided below in this paragraph1997; provided, expire at or prior to however, that 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 Business Days prior to the Maturity Date. Any Letter of Credit may provide by its terms that it Expiration Date may be extended for additional further successive one-periods of one year periods under customary “evergreen” provisions on each in accordance with the terms reasonably acceptable of this Section 2.11.1. If the Borrower wishes to have the Expiration Date so extended, it shall give written notice to that effect to the applicable Issuing Bank; provided thatAgent not more than 16 months or less than 15 months before the then current Expiration Date (the "Scheduled Expiration Date"), except as provided below whereupon the Agent shall notify each Lender of such notice. Each Lender shall promptly notify the Borrower and the Agent in this paragraph, no Letter of Credit may be extended automatically or otherwise beyond the date that is five Business Days writing not less than 13 months prior to the Maturity then Scheduled Expiration Date whether or not such Lender consents to such extension of the Expiration Date. Notwithstanding the foregoingIf any Lender fails to give such notice within such time period, any Issuing Bank in respect of any outstanding Letter of Credit may it shall be conclusively deemed to have refused to extend the date of expiration of such Letter of Credit Scheduled Expiration Date. The Expiration Date shall not be extended unless the Borrower and each Lender executes and deliver to a date after the date that is five Business Days Agent at least 13 months prior to the Maturity Scheduled Expiration Date on counterparts of an extension agreements, substantially in the form of Exhibit E hereto (an "Extension Agreement"), providing for such terms extension. If the Extension Agreement is executed by the Borrower and subject to such conditions as may be agreed to between such Issuing Bankall the Lenders, the Company Expiration Date shall be extended to the first anniversary of the then Scheduled Expiration Date and references herein to "Expiration Date" shall be to the applicable Borrower, Expiration Date as so extended. No Lender shall be under any obligation whatsoever to sign an Extension Agreement and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so may refuse to extend the date of expiration of any Letter of Credit (i) shall be set forth Expiration Date in a notice delivered by the Company to the Administrative Agent promptly after the its sole and absolute discretion. Each extension of the date of expiration of such Letter of Credit and (ii) Expiration Date pursuant to an Extension Agreement shall for all purposes of this Agreement be deemed to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending become effective on the date of expiration of any Letter of Credit beyond when the Maturity Date, will be deemed Extension Agreement (or counterparts thereof) signed by the Borrower and all Lenders are delivered to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under such Letter of Credit after the Maturity DateAgent and accepted by it.

Appears in 1 contract

Samples: Credit Agreement (Ameristeel Corp)

Expiration Date. Each Additional Letter of Credit shall, except as provided below in this paragraph, 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 Additional Letter of Credit (or, in the case of any renewal or extension thereof, one (1) year after such renewal or extension) and (ii) ). If the date that is five Business Days prior to Borrowers so request, the Maturity Date. Any relevant Fronting Bank shall issue an Additional Letter of Credit may provide by its terms that it may be extended for additional successive onehas automatic extension provisions (each, an Auto-year periods under customary “evergreen” provisions on terms reasonably acceptable to the applicable Issuing BankExtension Letter of Credit); provided that, except as provided below in this paragraph, no that any such Auto-Extension Letter of Credit may be extended automatically or otherwise beyond must permit the relevant Fronting Bank to prevent any such extension at least once in each twelve (12) month period (commencing with the date that is five Business Days of issuance of such Letter of Credit) by giving prior notice to the Maturity beneficiary thereof not later than a day (the Non-Extension Notice Date. Notwithstanding ) in each such twelve (12) month period to be agreed upon at the foregoing, any Issuing Bank in respect of any outstanding time such Letter of Credit is issued. Unless otherwise directed by the relevant Fronting Bank, the Borrowers shall not be required to make a specific request to the relevant Fronting Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may extend not require) the date of expiration relevant Fronting Bank to permit the extension of such Letter of Credit at any time to a an expiry date after not later than the date first anniversary of the Termination Date; provided that is five Business Days prior to the Maturity Date on relevant Fronting Bank shall not permit any such terms and subject to such conditions as may be agreed to between such Issuing Bank, the Company and the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of any Letter of Credit extension if (i) shall be set forth in a notice delivered by the Company it has determined that it would have no obligation at such time to the Administrative Agent promptly after the extension of the date of expiration of issue such Letter of Credit and in its extended form under the terms hereof or (ii) shall for all purposes it has received notice (which may be by telephone or in writing) on or before the day that is five (5) Business Days before the Non-Extension Notice Date from the Administrative Agent, any Lender or any Borrower that one or more of this Agreement be deemed to be a covenant contained the applicable conditions specified in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit beyond the Maturity Date, will be deemed to have agreed that no Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under such Letter of Credit after the Maturity Date4.01 is not then satisfied.

Appears in 1 contract

Samples: Credit Agreement (Lyondell Chemical Co)

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, 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 Business Days prior to the Maturity Date. Any Date for the Revolving Credit Facility; provided that any Letter of Credit may provide by its terms that it may be extended for the renewal thereof for additional successive one-periods not to exceed one year periods under customary “evergreen” provisions on terms reasonably acceptable (which in no event extend beyond the date referred to in clause (ii) above). Notwithstanding the applicable foregoing, the Issuing Bank, in its sole discretion, may issue one or more Letters of Credit, each with CHAR1\1713543v7 an expiration date extending beyond the Maturity Date for the Revolving Credit Facility (each a “Designated Letter of Credit” and, collectively, the “Designated Letters of Credit”); provided that, except as provided below in this paragraph, no Letter of Credit may be extended automatically that on or otherwise beyond before the date that is five Business Days 30 days prior to the Maturity Date for the Revolving Credit Facility, to the extent that any Designated Letter of Credit remains outstanding, the applicable Borrower shall Cash Collateralize the aggregate then undrawn and unexpired amount of all Designated Letters of Credit outstanding at such time. In the event that the applicable Borrower fails to Cash Collateralize the outstanding Designated Letters of Credit by the date that is 30 days prior to the Maturity Date. Notwithstanding the foregoing, any Issuing Bank in respect of any each such outstanding Designated Letter of Credit may extend shall automatically be deemed drawn in full and such Borrower shall be deemed to have requested a Revolving Credit Advance to be funded by the Revolving Lenders on such date of expiration to reimburse such drawing (with the proceeds of such Letter Revolving Credit Advance being used to Cash Collateralize outstanding Designated Letters of Credit as set forth above) in accordance with Section 2.03(e). The funding by a Revolving Lender of its pro rata share of such Revolving Credit Advance to a date after Cash Collateralize the outstanding Designated Letters of Credit on the date that is five Business Days 30 days prior to the Maturity Date on such terms and subject to such conditions as may be agreed to between such Issuing Bank, for the Company and the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of any Letter of Revolving Credit (i) Facility shall be set forth in a notice delivered deemed payment by the Company to the Administrative Agent promptly after the extension of the date of expiration of such Letter of Credit and (ii) shall for all purposes of this Agreement be deemed to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit beyond the Maturity Date, will be deemed to have agreed that no Revolving Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under its participation in each such Designated Letter of Credit after the Maturity DateCredit.

Appears in 1 contract

Samples: Credit Agreement (Rayonier Inc)

Expiration Date. Each Letter of Credit shall, except as provided below in this paragraph, shall expire at or prior to the close of business on the earlier of (i) the date one year selected by the Borrower that is no more than fifteen months after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year the date either selected by the Borrower or set forth in such Letter of Credit that is, in either case, no more than eighteen months after such renewal or extension) and (ii) the date that is five Business Days prior to the Revolving Maturity Date. Any If the Borrower so requests in any applicable notice given pursuant to Section 2.08(b) and the applicable Issuing Bank agrees to do so, such Issuing Bank may issue a Letter of Credit that has automatic renewal provisions; provided, however, that any Letter of Credit that has automatic renewal provisions must permit the applicable Issuing Bank to prevent any such renewal at least once in each fifteen-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 fifteen-month period to be agreed upon by the Borrower and the applicable Issuing Bank at the time such Letter of Credit is issued and any such 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 not have an expiration date later than the date that is five (5) Business Days prior to the Revolving Maturity Date. Notwithstanding the foregoing, Once any Issuing Bank in respect of any outstanding such Letter of Credit that has automatic renewal provisions has been issued, the Lenders shall be deemed to have authorized (but may extend not require) the date of expiration applicable Issuing Bank to permit the renewal of such Letter of Credit at any time to a an expiry date after the date that is five Business Days not later than thirty (30) days prior to the Revolving Maturity Date on such terms and subject to such conditions as may be agreed to between Date; provided, further, that such Issuing Bank, the Company and the applicable Borrower, and Bank shall not permit any agreement made by the Company or the applicable Borrower to induce an such renewal if (A) such Issuing Bank so has determined that it would have no obligation at such time to extend the date of expiration of any Letter of Credit (i) shall be set forth in a notice delivered by the Company to the Administrative Agent promptly after the extension of the date of expiration of issue such Letter of Credit and in its renewed form under the terms hereof or (iiB) shall for all purposes of this Agreement it has received notice (which may be deemed to be a covenant contained by telephone or in Article VI hereof. Each Issuing Bank, by extending 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 expiration non-renewal from the Administrative Agent, any Lender or the Borrower that one or more of any Letter of Credit beyond the Maturity Date, will be deemed to have agreed that no Lender shall have any obligation under applicable conditions specified in Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under such Letter of Credit after the Maturity Date6.02 is not then satisfied.

Appears in 1 contract

Samples: Credit Agreement (Earthstone Energy Inc)

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