Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided, further, that if such Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days prior to the Revolving Facility Maturity Date for such Class the Borrower shall provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to the face amount of each such Letter of Credit on or prior to the date that is five Business Days prior to such Revolving Facility Maturity Date or, if later, such date of issuance.
Appears in 12 contracts
Samples: Credit Agreement (Cerence Inc.), Credit Agreement (Cerence Inc.), Credit Agreement (Open Lending Corp)
Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five (5) Business Days prior to the Maturity Date with respect to the Revolving Commitments pursuant to which issued (or if any Extended Revolving Commitments, Incremental Revolving Commitments or Other Refinancing Revolving Commitments are outstanding, the last Maturity Date applicable Revolving Facility Maturity Datethereto (so long as the aggregate amount of such Letters of Credit are not in excess of such commitments)); provided, provided that any Letter of Credit with a one year tenor may provide for contain customary automatic renewal or extension thereof provisions agreed upon by the Applicable Borrower and the Issuing Bank pursuant to which the expiration date of such Letter of Credit (an “Auto Renewal Letter of Credit”) shall automatically be extended for additional one year consecutive periods of up to twelve (which, in no event, shall extend beyond 12) months (but not to a date later than the date referred to set forth in clause (ii) of this paragraph (cabove)) so long as ; provided that any such Auto Renewal Letter of Credit permits must permit the applicable Issuing Bank to prevent any such extension renewal at least once in each twelve-twelve month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within not later than a time period during day in each such twelve-twelve month period to be agreed upon at the time such Letter of Credit is issued; provided. Unless otherwise directed by such Issuing Bank, further, that if the Applicable Borrower shall not be required to make a specific request to such Issuing Bank consents in its sole discretion, the expiration date on 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 beyond not require) such Issuing Bank to permit the date referred to in clause (ii) above, provided, that if any renewal of such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of at any Class after the time to an expiry date that is five Business Days prior to the Revolving Facility not later than such Maturity Date for such Class the Borrower shall provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to the face amount of each such Letter of Credit on or prior to the date that is five Business Days prior to such Revolving Facility Maturity Date or, if later, such date of issuanceDate.
Appears in 9 contracts
Samples: Credit Agreement (Icon PLC), Credit Agreement (Horizon Therapeutics Public LTD Co), Credit Agreement (Icon PLC)
Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Letter of Credit with a one one-year tenor may provide for automatic renewal or extension thereof for additional one one-year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve12-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve12-month period to be agreed upon at the time such Letter of Credit is issued; provided, further, that if such Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days prior to the Revolving Facility Maturity Date for such Class the Borrower shall provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Collateral Agent and the relevant Issuing Bank in an amount equal to the face amount of each such Letter of Credit on or prior to the date that is five Business Days prior to such Revolving Facility Maturity Date or, if later, such date of issuance.
Appears in 6 contracts
Samples: Fourth Amended And (Hostess Brands, Inc.), First Lien Credit Agreement (Hostess Brands, Inc.), First Lien Credit Agreement (Hostess Brands, Inc.)
Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided, further, that if such Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days prior to the Revolving Facility Maturity Date for such Class the Borrower shall provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Collateral Agent and the relevant Issuing Bank in an amount equal to the face amount of each such Letter of Credit on or prior to the date that is five Business Days prior to such Revolving Facility Maturity Date or, if later, such date of issuance.
Appears in 6 contracts
Samples: Credit Agreement (ADT Inc.), Credit Agreement (ADT Inc.), Agreement (ADT Inc.)
Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided, further, that if such Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days 30 days prior to the Revolving Facility Maturity Date for such Class the Borrower shall provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to the face amount of each such Letter of Credit Minimum L/C Collateral Amount on or prior to the date that is five Business Days 30 days prior to such Revolving Facility Maturity Date or, if later, such date of issuance.
Appears in 6 contracts
Samples: Incremental Assumption and Amendment Agreement (PlayAGS, Inc.), Incremental Assumption and Amendment Agreement (PlayAGS, Inc.), Incremental Assumption and Amendment Agreement (PlayAGS, Inc.)
Expiration Date. Each Standby Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Standby Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Standby Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Standby Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Standby Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Standby Letter of Credit is issued; provided, further, that if such the applicable Issuing Bank consents and the Administrative Agent each consent in its their sole discretion, the expiration date on any Standby Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Standby Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days 30 days prior to the such Revolving Facility Maturity Date for such Class the Borrower Borrowers shall provide Cash Collateral cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to [*]% of the face amount of each such Standby Letter of Credit on such date of issuance. Each Trade Letter of Credit shall expire on the earlier of (x) 180 days after such Trade Letter of Credit’s date of issuance or prior to (y) the date that is five Business Days prior to such the applicable Revolving Facility Maturity Date or, if later, such date of issuanceDate.
Appears in 5 contracts
Samples: Credit Agreement (Norwegian Cruise Line Holdings Ltd.), Credit Agreement (Norwegian Cruise Line Holdings Ltd.), Credit Agreement (Norwegian Cruise Line Holdings Ltd.)
Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided, further, that if such the Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days 30 days prior to the Revolving Facility Maturity Date for such Class the Borrower shall provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Collateral Agent and the relevant Issuing Bank in an amount equal to the face amount of each such Letter of Credit Minimum L/C Collateral Amount on or prior to the date that is five Business Days 30 days prior to such Revolving Facility Maturity Date or, if later, such date of issuance.
Appears in 5 contracts
Samples: Incremental Assumption Agreement (AP Gaming Holdco, Inc.), Joinder Agreement (McGraw-Hill Interamericana, Inc.), Credit Agreement (AP Gaming Holdco, Inc.)
Expiration Date. (a) Each Standby Letter of Credit shall will expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Standby Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, provided that any Standby Letter of Credit with a one one-year tenor may provide for the automatic renewal or extension thereof for additional one one-year periods (which, which will in no event, shall event extend beyond the date referred to in the preceding clause (ii) of this paragraph (c)) so long as such Standby Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve12-month period (commencing with the date of issuance of such Standby Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve12-month period to be agreed upon at the time such Standby Letter of Credit is issued; provided, further, that if such the Issuing Bank consents and the Administrative Agent each consent in its their sole discretion, the expiration date on of any Standby Letter of Credit may extend beyond the date referred to in clause (ii) above; and, provided, further, that (A) if any such Standby Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days 30 days prior to the Revolving Facility Maturity Date for such Class Date, the Borrower shall Borrowers will provide Cash Collateral cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to 103% of the face amount of each such Standby Letter of Credit on or prior to the date that is five Business Days 30 days prior to such Revolving Facility the Maturity Date or, if later, such date of issuance, and (B) each Revolving Lender’s participation in any undrawn Standby Letter of Credit that is outstanding on the Maturity Date will terminate on the Maturity Date.
Appears in 5 contracts
Samples: Loan Agreement (Ulta Beauty, Inc.), Loan Agreement (Ulta Beauty, Inc.), Second Amended And (Ulta Beauty, Inc.)
Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise mutually agreed upon by the Borrower and the applicable Issuing Bank in their sole discretionBank) after the date of the issuance of such Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise mutually agreed upon by the Borrower and the applicable Issuing Bank in their sole discretionBank) after such renewal or extension) and (ii) the date that is five three (3) Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for an additional one year periods period of up to 12 months (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c), except to the extent Cash Collateralized or backstopped pursuant to an arrangement reasonably acceptable to the relevant Issuing Bank) so long as such Letter of Credit (any such Letter of Credit, an “Auto Renewal Letter of Credit”) permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Auto Renewal Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Auto Renewal Letter of Credit is issued; provided, further, that if such the Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if above but the participations of the Lenders with Revolving Facility Commitments of the applicable Class shall terminate on the applicable Revolving Facility Maturity Date. If any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five three (3) Business Days prior to the Revolving Facility Maturity Date for such Class the Borrower shall provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Collateral Agent and the relevant Issuing Bank in an amount equal to the face amount of each such Letter of Credit on or prior to the date that is five three (3) Business Days prior to such Revolving Facility Maturity Date or, if later, such date of issuance. 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 an expiry date not later than such Revolving Facility Maturity Date (except as otherwise provided in the second proviso to this paragraph (c)).
Appears in 4 contracts
Samples: Credit Agreement (Dollar Tree Inc), Credit Agreement (Dollar Tree Inc), Credit Agreement (Dollar Tree Inc)
Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided, further, that if such the Issuing Bank consents and the Administrative Agent each consent in its their sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause (ii) above, ; provided, that (x) if any such Letter of Credit is outstanding or the expiration date is issued under the Revolving Facility Commitments of any Class after the extended to a date that is later than five Business Days prior to the Revolving Facility Maturity Date for such Class the Borrower shall provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank Collateralize each such Letter of Credit in an amount equal to the face amount of each such Letter of Credit Minimum L/C Collateral Amount on or prior to the date that is five Business Days prior to such Revolving Facility the Maturity Date or, if later, such date of issuanceissuance and (y) each Lender’s participation in any undrawn Letter of Credit that is outstanding on the Maturity Date shall terminate on the Maturity Date.
Appears in 4 contracts
Samples: Asset Based Revolving Credit Agreement (Sun Country Airlines Holdings, Inc.), Credit Agreement (Sun Country Airlines Holdings, Inc.), Asset Based Revolving Credit Agreement (Sun Country Airlines Holdings, Inc.)
Expiration Date. Each Standby Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Standby Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, provided that any Standby Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year 66 periods (which, which in no event, event shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Standby Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve12-month period (commencing with the date of issuance of such Standby Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve12-month period to be agreed upon at the time such Standby Letter of Credit is issued; provided, further, that if such the applicable Issuing Bank consents and the Administrative Agent each consent in its their sole discretion, the expiration date on of any Standby Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, ; provided that (x) if any such Standby Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days 30 days prior to the Revolving Facility Maturity Date for such Class Date, the Borrower Parties shall provide Cash Collateral cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to 103% of the face amount of each such Standby Letter of Credit on or prior to the date that is five Business Days 30 days prior to such Revolving Facility the Maturity Date or, if later, such date of issuance, and (y) to the extent such cash collateral is provided, each Revolving Lender’s participation in any undrawn Standby Letter of Credit that is outstanding on the Maturity Date shall terminate on the Maturity Date. Each Trade Letter of Credit shall expire at the earlier of (A) 180 days after such Trade Letter of Credit’s date of issuance and (B) the date that is five Business Days prior to the Maturity Date.
Appears in 4 contracts
Samples: Revolving Credit Agreement (AZEK Co Inc.), Revolving Credit Agreement (AZEK Co Inc.), Revolving Credit Agreement (AZEK Co Inc.)
Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided, further, that if such Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days prior to the Revolving Facility Maturity Date for such Class the Borrower shall provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to the face amount of each such Letter of Credit on or prior to the date that is five Business Days prior to such Revolving Facility Maturity Date or, if later, such date of issuance.
Appears in 4 contracts
Samples: Credit Agreement (United Parks & Resorts Inc.), Credit Agreement (SeaWorld Entertainment, Inc.), Credit Agreement (SeaWorld Entertainment, Inc.)
Expiration Date. Each Standby Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Standby Letter of Credit (or, in the case of any renewal or extension thereof, one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after such renewal or extension) ), and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, provided that any Standby Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Standby Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Standby Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Standby Letter of Credit is issued; provided, further, that if such the Issuing Bank consents and the Administrative Agent each consent in its their sole discretion, the expiration date on any Standby Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, ; provided that (x) if any such Standby Letter of Credit is outstanding outstanding, or is issued under the Revolving Facility Commitments of any Class after after, the date that is five Business Days 30 days prior to the Revolving Facility Maturity Date for such Class Date, the Borrower shall provide Cash Collateral cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the face amount of each such Standby Letter of Credit on or prior to the date that is five Business Days 30 days prior to such the Revolving Facility Maturity Date or, if later, such the date of issuanceissuance thereof and (y) each Revolving Facility Lender’s participation in any undrawn Letter of Credit that is outstanding on the Revolving Facility Maturity Date shall terminate on the Revolving Facility Maturity Date. Each Trade Letter of Credit shall expire on the earlier of (x) 120 days after such Trade Letter of Credit’s date of issuance or renewal or extension or (y) the date five Business Days prior to the Revolving Facility Maturity Date.
Appears in 4 contracts
Samples: Credit Agreement (Verso Corp), Credit Agreement (Verso Corp), Agreement and Plan of Merger (Verso Corp)
Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise mutually agreed upon by the Borrower and the applicable Issuing Bank in their sole discretionBank) after the date of the issuance of such Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise mutually agreed upon by the Borrower and the applicable Issuing Bank in their sole discretionBank) after such renewal or extension) and (ii) the date that is five (5) Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for an additional one year periods period of up to twelve (12) months (which, in no event, shall extend beyond the date referred to in clause subclause (ii) of this paragraph clause (c), except to the extent Cash Collateralized or backstopped pursuant to an arrangement reasonably acceptable to the relevant Issuing Bank) so long as such Letter of Credit (any such Letter of Credit, an “Auto Renewal Letter of Credit”) permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month twelve (12)-month period (commencing with the date of issuance of such Auto Renewal Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month twelve (12)-month period to be agreed upon at the time such Auto Renewal Letter of Credit is issued; provided, further, that if such the Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause subclause (ii) above, provided, that if above but the participations of the Lenders with Revolving Facility Commitments of the applicable Class shall terminate on the applicable Revolving Facility Maturity Date. If any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five (5) Business Days prior to the Revolving Facility Maturity Date for such Class the Borrower shall provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Collateral Agent and the relevant Issuing Bank in an amount equal to the face amount of each such Letter of Credit on or prior to the date that is five (5) Business Days prior to such Revolving Facility Maturity Date or, if later, such date of issuance. Unless otherwise directed by 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 such Revolving Facility Maturity Date (except as otherwise provided in the second proviso to this clause (c)).
Appears in 4 contracts
Samples: Credit Agreement (Westrock Coffee Co), Credit Agreement (Westrock Coffee Co), Incremental Assumption Agreement (Westrock Coffee Co)
Expiration Date. Each Standby Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Standby Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Standby Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Standby Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Standby Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Standby Letter of Credit is issued; provided, further, that if such the Issuing Bank consents and the Administrative Agent each consent in its their sole discretion, the expiration date on any Standby Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that (x) if any such Standby Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days 30 days prior to the Revolving Facility Maturity Date for such Class the Borrower shall provide Cash Collateral cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to 105% of the face amount of each such Standby Letter of Credit on or prior to the date that is five Business Days 30 days prior to such the Revolving Facility Maturity Date or, if later, such date of issuanceissuance and (y) each Revolving Lender’s participation in any undrawn Letter of Credit that is outstanding on the Revolving Facility Maturity Date shall terminate on the Revolving Facility Maturity Date. Each Trade Letter of Credit shall expire on the earlier of (x) 180 days after such Trade Letter of Credit’s date of issuance or (y) the date five Business Days prior to the Revolving Facility Maturity Date.
Appears in 4 contracts
Samples: Credit Agreement (Verso Paper Corp.), Credit Agreement (Verso Sartell LLC), Credit Agreement (Verso Paper Holdings LLC)
Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, however, that any a Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (whichmay, in no event, upon the request of the Borrower that shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as have requested such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time “Requesting Borrower”), include a provision whereby such Letter of Credit is issued; provided, further, that if such Issuing Bank consents in its sole discretion, the expiration date on any Letter shall be renewed automatically for additional consecutive periods of Credit may extend one year or less (but not beyond the date referred to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days prior to the Revolving Facility Maturity Date) unless the applicable Issuing Bank notifies the beneficiary thereof at least 30 days prior to the then-applicable expiration date that such Letter of Credit will not be renewed. Notwithstanding the foregoing, any Letter of Credit issued hereunder may, in the sole discretion of the applicable Issuing Bank, expire after the fifth Business Day prior to the Maturity Date for such Class but on or before the date that is 90 days after the Maturity Date, provided that each Borrower hereby agrees that the applicable Borrower shall provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank cash collateral in an amount equal to 102% of the face LC Exposure in respect of any such outstanding Letter of Credit to the applicable Issuing Bank at least 30 days prior to the Maturity Date, which such amount shall be (A) deposited by the applicable Borrower in an account with and in the name of each such Issuing Bank and (B) held by such Issuing Bank for the satisfaction of such Borrower’s reimbursement obligations in respect of such Letter of Credit on or until the expiration of such Letter of Credit. Any Letter of Credit issued with an expiration date beyond the fifth Business Day prior to the date that is five Business Days prior to such Revolving Facility Maturity Date orshall, if laterto the extent of any undrawn amount remaining thereunder on the Maturity Date, such date cease to be a “Letter of issuanceCredit” outstanding under this Agreement for purposes of the Revolving Lenders’ obligations to participate in Letters of Credit pursuant to clause (d) below.
Appears in 4 contracts
Samples: Revolving Credit Agreement (Freeport-McMoran Inc), Amendment and Restatement Agreement (Freeport-McMoran Inc), Revolving Credit Agreement (Freeport McMoran Copper & Gold Inc)
Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided, further, that if such Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days prior to the Revolving Facility Maturity Date for such Class Class, the Borrower shall provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to the face available amount of each such Letter of Credit on or prior to the date that is five Business Days prior to such Revolving Facility Maturity Date or, if later, such date of issuance.
Appears in 3 contracts
Samples: Credit Agreement (Driven Brands Holdings Inc.), Intercreditor Agreement (Driven Brands Holdings Inc.), Credit Agreement (Driven Brands Holdings Inc.)
Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise mutually agreed upon by the Borrower and the applicable Issuing Bank in their sole discretionBank) after the date of the issuance of such Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise mutually agreed upon by the Borrower and the applicable Issuing Bank in their sole discretionBank) after such renewal or extension) and (ii) the date that is five (5) Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for an additional one year periods period of up to twelve (12) months (which, in no event, shall extend beyond the date referred to in clause subclause (ii) of this paragraph clause (c), except to the extent Cash Collateralized or backstopped pursuant to an arrangement reasonably acceptable to the relevant Issuing Bank) so long as such Letter of Credit (any such Letter of Credit, an “Auto Renewal Letter of Credit”) permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month twelve (12)-month period (commencing with the date of issuance of such Auto Renewal Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month twelve (12)-month period to be agreed upon at the time such Auto Renewal Letter of Credit is issued; provided, further, that if such the Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause subclause (ii) above, provided, that if above but the participations of the Lenders with Revolving Commitments of the applicable Class shall terminate on the applicable Revolving Maturity Date. If any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five (5) Business Days prior to the Revolving Facility Maturity Date for such Class the Borrower shall immediately provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Collateral Agent and the relevant Issuing Bank in an amount equal to the face amount of each such Letter of Credit on or prior Credit. Unless otherwise directed by the applicable Issuing Bank, the Borrower shall not be required to the date that is five Business Days prior 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 such Revolving Facility Maturity Date or, if later, such date of issuance(except as otherwise provided in the second proviso to this clause (c)).
Appears in 3 contracts
Samples: Credit Agreement (Enhabit, Inc.), Credit Agreement (Enhabit, Inc.), Credit Agreement (Encompass Health Corp)
Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to (A) in the applicable case of any Revolving Letter of Credit, the Revolving Facility Maturity Date and (B) in the case of any Synthetic Letter of Credit, the Synthetic L/C Maturity Date; provided, that any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each such twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelveat least 30 days prior to the then-month period to be agreed upon at the time applicable expiration date that such Letter of Credit is issuedwill not be renewed; provided, provided further, that if such the applicable Issuing Bank consents and the Administrative Agent each consent in its their sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or the expiration date is issued under the Revolving Facility Commitments of any Class extended to a date after the date that is five Business Days prior to (A) in the case of any Revolving Letter of Credit, the Revolving Facility Maturity Date for such Class and (B) in the case of any Synthetic Letter of Credit, the Synthetic L/C Maturity Date the Borrower shall provide Cash Collateral cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to 105% of the face amount of each such Letter of Credit or provide a back-to-back letter of credit, in form and substance and from an issuing bank reasonably satisfactory to the relevant Issuing Bank, on or prior to the date that is five Business Days prior to such (A) in the case of any Revolving Letter of Credit, the Revolving Facility Maturity Date orand (B) in the case of any Synthetic Letter of Credit, if later, such date of issuancethe Synthetic L/C Maturity Date.
Appears in 3 contracts
Samples: Eleventh Amendment (Anywhere Real Estate Group LLC), Credit Agreement (Realogy Holdings Corp.), Credit Agreement (NRT Settlement Services of Missouri LLC)
Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, however, that (x) subject to clause (y) below, any Letter of Credit with may, upon the request of the Borrower, include a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as provision whereby such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period shall be renewed automatically for additional consecutive periods of one year or less (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided, further, that if such Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend but not beyond the date referred to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days prior to the Revolving Facility Maturity Date for such Class Date) unless the Borrower shall provide Cash Collateral pursuant to documentation reasonably satisfactory applicable Issuing Bank notifies the beneficiary thereof at least 30 days prior to the Administrative Agent and the relevant Issuing Bank in an amount equal to the face amount of each then-applicable expiration date that such Letter of Credit on or will not be renewed and (y) any Letter of Credit may, upon request of the Borrower and with the prior written consent of the Issuing Bank in its sole discretion, expire following the date otherwise permitted by clause (i) and (ii) above and prior to the fourth anniversary of the issuance thereof; provided that, in the case of any such Letter of Credit that is scheduled to or could expire on a date following the date that is five Business Days prior to such the Revolving Facility Maturity Date orDate, if later, no later than such date that is six months prior to the Revolving Maturity Date, the Borrower must deposit into an account established and maintained by the Issuing Bank, an amount in cash equal to 103% of issuancethe face amount of such Letter of Credit as cash collateral to secure the Borrower’s obligations in respect of such Letter of Credit (any such Letter of Credit contemplated by this proviso to this clause (y), an “Extended Maturity LC”).
Appears in 3 contracts
Samples: Credit Agreement (Comtech Telecommunications Corp /De/), Credit Agreement (Comtech Telecommunications Corp /De/), Credit Agreement (Comtech Telecommunications Corp /De/)
Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the earlier of the Maturity Date and the LC Commitment Termination Date for the applicable Revolving Facility Maturity DateIssuing Bank; provided, provided that any Letter of Credit with a one year tenor may provide for contain customary automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond provisions agreed upon by the applicable Borrower and the applicable Issuing Bank pursuant to which the expiration date referred to in clause (ii) of this paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank shall automatically be extended for a period of up to prevent any such extension at least once in each twelve-month period 12 months (commencing with the but not to a date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided, further, that if such Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after later than the date that is five Business Days prior to the Revolving Facility earlier of the Maturity Date and the LC Commitment Termination Date for such Class the Borrower shall provide Cash Collateral Issuing Bank, unless otherwise permitted pursuant to documentation reasonably satisfactory the immediately succeeding proviso), subject to a right on the part of such Issuing Bank to prevent any such renewal from occurring by giving notice to the Administrative Agent and beneficiary in advance of any such renewal; provided further that, with the relevant prior consent of the applicable Issuing Bank in an amount equal to the face amount of each such Bank, a Letter of Credit may be issued or extended with an expiration date beyond the fifth Business Day prior to the earlier of the Maturity Date and the LC Commitment Termination Date for such Issuing Bank, in which case the applicable Borrower shall deposit, on or prior to the date that is five Business Days 90 days prior to such Revolving Facility the earlier of the Maturity Date orand the LC Commitment Termination Date for such Issuing Bank, if laterin an account with such Issuing Bank, for the benefit of the Lenders and such Issuing Bank, as cash collateral pursuant to documentation reasonably satisfactory to the Agent and such Issuing Bank, an amount in cash equal to 101% of the aggregate amount of all outstanding Letters of Credit issued for its account by such Issuing Bank that have an expiration date later than the fifth Business Day prior to the earlier of issuancethe Maturity Date and the LC Commitment Termination Date for such Issuing Bank.
Appears in 3 contracts
Samples: Credit Agreement (Ameren Illinois Co), Credit Agreement (Union Electric Co), Credit Agreement (Union Electric Co)
Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower or the applicable Co-Borrower and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower or the applicable Co-Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided, further, that if such Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days prior to the Revolving Facility Maturity Date for such Class the Borrower or the applicable Co-Borrower shall provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Collateral Agent and the relevant Issuing Bank in an amount equal to the face amount of each such Letter of Credit on or prior to the date that is five Business Days prior to such Revolving Facility Maturity Date or, if later, such date of issuance.
Appears in 3 contracts
Samples: Incremental Assumption and Amendment Agreement (ADT Inc.), Incremental Assumption and Amendment Agreement (ADT Inc.), Incremental Assumption and Amendment Agreement (ADT Inc.)
Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior except as set forth below with respect to the applicable Revolving Facility Maturity Date; provided, that any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter Collateralized Letters of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided, further, that if such Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days prior to the Revolving Facility Maturity Date (the “LC Expiration Date”); provided that at the request of the Borrower, any Letter of Credit may provide for automatic renewals for additional periods of up to one year subject to a right on the part of the applicable Issuing Bank to prevent any such Class renewal from occurring by giving notice to the Borrower beneficiary during a specified period in advance of any such renewal, and the failure of such Issuing Bank to give such notice by the end of such period shall provide Cash Collateral for all purposes hereof be deemed an extension of such Letter of Credit; provided further that in no event shall any Letter of Credit, as extended from time to time, expire on any date following the LC Expiration Date. Notwithstanding clause (ii) of the preceding sentence, (A) any Collateralized Letter of Credit may, with the consent of the Issuing Bank that issued such Collateralized Letter of Credit, expire on any date following the LC Expiration Date and (B) any Letter of Credit that contains a customary “evergreen” provision may renew pursuant to documentation reasonably satisfactory such evergreen provision to an expiration date following the Administrative Agent and the relevant Issuing Bank in an amount equal to the face amount of each LC Expiration Date if such Letter of Credit on or prior to the date that is five becomes a Collateralized Letter of Credit at least 15 Business Days prior to the latest date upon which the applicable Issuing Bank would be entitled to terminate such Revolving Facility Maturity Date or, if later, Letter of Credit prior to its automatic renewal pursuant to such date of issuance“evergreen” provision.
Appears in 2 contracts
Samples: Credit Agreement (Leidos Holdings, Inc.), Credit Agreement (Leidos Holdings, Inc.)
Expiration Date. Each No Letter of Credit shall expire at or prior to the close of business on have a stated expiry date later than the earlier of (iA) one year from the date one year (of its issuance unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after otherwise agrees to a later stated expiry date (including without limitation by extending the stated expiry date of or allowing the issuance of stated expiry date to be automatically extended if such Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extensioncontains language providing for its automatic renewal) and (iiB) the date that is five seven Business Days prior to the Maturity Date for the applicable Revolving Facility Maturity Date; providedIssuing Bank, that any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond unless the date referred to in clause (ii) of this paragraph (c)) so long as applicable Borrower has Cash Collateralized such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided, further, that if such Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days prior to the Revolving Facility Maturity Date for such Class the Borrower shall provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to the sum of the undrawn face amount of each such Letter of Credit on or as of the seventh Business Day prior to such Maturity Date, plus fees and expenses related to such Letter of Credit over its remaining term. In the case of a Letter of Credit containing language providing for its automatic renewal, each Borrower acknowledges and agrees that, if any such automatic renewal would cause the stated expiry date of such Letter of Credit to be later than seven Business Days prior to the Maturity Date for the applicable Issuing Bank, such Issuing Bank may give notice to the beneficiary of such Letter of Credit that such automatic renewal shall not take place, unless the applicable Borrower has Cash Collateralized such Letter of Credit in accordance with this Section 2.06(c). Once a Letter of Credit that provides for automatic renewal has been issued, the Lenders shall be deemed to have authorized (but may not require) such Issuing Bank to permit the renewal of such Letter of Credit at any time to a date that is five not later than seven Business Days prior to such Revolving Facility Issuing Bank’s Maturity Date or, if later, such date of issuanceDate.
Appears in 2 contracts
Samples: Credit Agreement (Williams Companies, Inc.), Credit Agreement (Williams Companies Inc)
Expiration Date. Each No Letter of Credit shall expire at or prior to the close of business on have a stated expiry date later than the earlier of (iA) one year from the date one year (of its issuance unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after otherwise agrees to a later stated expiry date (including without limitation by extending the stated expiry date of or allowing the issuance of stated expiry date to be automatically extended if such Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extensioncontains language providing for its automatic renewal) and (iiB) the date that is five seven Business Days prior to the Maturity Date for the applicable Revolving Facility Maturity Date; providedIssuing Bank, that any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond unless the date referred to in clause (ii) of this paragraph (c)) so long as applicable Borrower has Cash Collateralized such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided, further, that if such Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days prior to the Revolving Facility Maturity Date for such Class the Borrower shall provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to the sum of the undrawn face amount of each such Letter of Credit on or as of the seventh Business Day prior to such Maturity Date, plus fees and expenses related to such Letter of Credit over its remaining term. In the case of a Letter of Credit containing language providing for its automatic renewal, each Borrower acknowledges and agrees that, if any such automatic renewal would cause the stated expiry date of such Letter of Credit to be later than seven Business Days prior to the Maturity Date for the applicable Issuing Bank, such Issuing Bank may give notice to the beneficiary of such Letter of Credit that such automatic renewal shall not take place, unless the applicable Borrower has Cash Collateralized such Letter of Credit in accordance with this Section 2.06(c). Once a Letter of Credit that provides for automatic renewal has been issued, the Lenders shall be deemed to have authorized (but may not require) such Issuing Bank to permit the renewal of such Letter of Credit at any time to a date that is five not later than seven Business Days prior to such Revolving Facility Issuing Bank’s Maturity Date or, if later, such date of issuanceDate.”
Appears in 2 contracts
Samples: 2 and Extension Agreement (Williams Companies Inc), 2 and Extension Agreement (Transcontinental Gas Pipe Line Company, LLC)
Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the applicable Borrower and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the applicable Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided, further, that if such the Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days 30 days prior to the Revolving Facility Maturity Date for such Class the Borrower Borrowers shall provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Collateral Agent and the relevant Issuing Bank in an amount equal to the face amount of each such Letter of Credit Minimum L/C Collateral Amount on or prior to the date that is five Business Days 30 days prior to such Revolving Facility Maturity Date or, if later, such date of issuance.
Appears in 2 contracts
Samples: First Lien Credit Agreement (Zurn Water Solutions Corp), Intercreditor Agreement (Rexnord Corp)
Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve12-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve12-month period to be agreed upon at the time such Letter of Credit is issued; provided, further, that if such Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days prior to the Revolving Facility Maturity Date for such Class the Borrower shall provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to the face amount of each such Letter of Credit on or prior to the date that is five Business Days prior to such Revolving Facility Maturity Date or, if later, such date of issuance.
Appears in 2 contracts
Samples: First Lien Credit Agreement (Rackspace Technology, Inc.), Incremental Assumption and Amendment Agreement (Rackspace Technology, Inc.)
Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided, further, that if such the Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days prior to the Revolving Facility Maturity Date for such Class the Borrower shall provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Collateral Agent and the relevant Issuing Bank in an amount equal to the face amount of each such Letter of Credit on or prior to the date that is five Business Days prior to such Revolving Facility Maturity Date or, if later, such date of issuance.
Appears in 2 contracts
Samples: Joinder Agreement (Cec Entertainment Inc), Intercreditor Agreement (Hospitality Distribution Inc)
Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower Representative and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower Representative and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided, further, that if such the Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days prior to the Revolving Facility Maturity Date for such Class the Borrower Borrowers shall provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Collateral Agent and the relevant Issuing Bank in an amount equal to the face amount of each such Letter of Credit on or prior to the date that is five Business Days prior to such Revolving Facility Maturity Date or, if later, such date of issuance.
Appears in 2 contracts
Samples: Joinder Agreement (Presidio, Inc.), Credit Agreement (Presidio, Inc.)
Expiration Date. Each Standby Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Standby Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Standby Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Standby Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Standby Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Standby Letter of Credit is issued; provided, further, that if such the applicable Issuing Bank consents and the Administrative Agent each consent in its their sole discretion, the expiration date on any Standby Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Standby Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days 30 days prior to the such Revolving Facility Maturity Date for such Class the Borrower Borrowers shall provide Cash Collateral cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to 102% of the face amount of each such Standby Letter of Credit on such date of issuance. Each Trade Letter of Credit shall expire on the earlier of (x) 180 days after such Trade Letter of Credit’s date of issuance or prior to (y) the date that is five Business Days prior to such the applicable Revolving Facility Maturity Date or, if later, such date of issuanceDate.
Appears in 2 contracts
Samples: Credit Agreement (Norwegian Cruise Line Holdings Ltd.), Credit Agreement (Norwegian Cruise Line Holdings Ltd.)
Expiration Date. Each Letter of Credit shall expire (or be subject to termination by notice from the Issuing Bank to the beneficiary thereof) at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, including, without limitation, any automatic renewal provision, one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable scheduled Revolving Facility Loan Maturity Date; providedprovided that the Administrative Agent and the Issuing Bank, that any may in their sole discretion permit a Letter of Credit with to have a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the later expiration date referred to in clause (ii) of this paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the expiration date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided, further, that if such Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond not later than the date referred to in clause (ii) above, provided, that if any such Letter of Credit which is outstanding or is issued under the Revolving Facility Commitments of any Class one year after the date that is five Business Days prior to the scheduled Revolving Facility Loan Maturity Date for and the Borrowers satisfy such Class the Borrower shall provide Cash Collateral pursuant to documentation reasonably satisfactory to other conditions as the Administrative Agent and or the relevant Issuing Bank may establish for such renewal or issuance. In addition to all requirements to be satisfied pursuant to Section 2.06(j), Borrower agrees that with respect to all Letters of Credit outstanding on the scheduled Revolving Loan Maturity Date, Borrower shall, not later than the scheduled Revolving Loan Maturity Date, either (A) cause such Letters of Credit to be fully supported by a clean letter of credit issued by a financial institution having a rating of AAA or higher, or (B) deposit with the Administrative Agent in the LC Collateral Account (as such term is defined in Section 2.06(j) of this Agreement) cash in an amount equal to one hundred five percent (105%) of the face amount LC Exposure as of such date plus fees that would be due thereunder through the applicable expiry date. In each case such Letter letter of credit or cash collateral shall be held by the Administrative Agent as security for the repayment of the LC Exposure until the expiry date of all Letters of Credit on or prior to the date that is five Business Days prior to such Revolving Facility Maturity Date or, if later, such date of issuancereturn thereof for cancellation.
Appears in 2 contracts
Samples: Credit Agreement (Escalade Inc), Credit Agreement (Escalade Inc)
Expiration Date. Each Standby Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Standby Letter of Credit (or, in the case of any renewal or extension thereof, one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Standby Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Standby Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Standby Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Standby Letter of Credit is issued; provided, provided further, that if such the Issuing Bank consents and the Administrative Agent each consent in its their sole discretion, the expiration date on any Standby Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that (x) if any such Standby Letter of Credit is outstanding or the expiration date is issued under the Revolving Facility Commitments of any Class after the extended to a date that is five Business Days 30 days prior to the Revolving Facility Maturity Date for such Class the Borrower shall provide Cash Collateral cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to 105% of the face amount of each such Standby Letter of Credit on or prior to the date that is five Business Days 30 days prior to such Revolving Facility the Maturity Date or, if later, such date of issuanceissuance and (y) each Revolving Facility Lender’s participation in any undrawn Letter of Credit that is outstanding on the Maturity Date shall terminate on the Maturity Date. Each Trade Letter of Credit shall expire on the earlier of (x) 180 days after such Trade Letter of Credit’s date of issuance or renewal or extension or (y) the date five Business Days prior to the Maturity Date.
Appears in 2 contracts
Samples: Credit Agreement (Quality Distribution Inc), Credit Agreement (Quality Distribution Inc)
Expiration Date. Each Standby Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable relevant Issuing Bank in their sole discretion) after the date of the issuance of such Standby Letter of Credit (or, in the case of any renewal or extension thereof, one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable relevant Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving ABL Facility Maturity Date; provided, that any Standby Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Standby Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Standby Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Standby Letter of Credit is issued; provided, further, that if such the Issuing Bank consents and the Administrative Agent each consent in its their sole discretion, the expiration date on any Standby Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that (x) if any such Standby Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days 30 days prior to the Revolving ABL Facility Maturity Date for such Class the Borrower shall provide Cash Collateral cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to 105% of the face amount of each such Standby Letter of Credit or provide a back-to-back letter of credit, in form and substance and from an issuing bank satisfactory to the relevant Issuing Bank on or prior to the date that is five Business Days 30 days prior to such Revolving the ABL Facility Maturity Date or, if later, such date of issuanceissuance and (y) each Revolving Lender’s participation in any undrawn Letter of Credit that is outstanding on the ABL Facility Maturity Date shall terminate on the ABL Facility Maturity Date. Each Trade Letter of Credit shall expire on the earlier of (x) 180 days after such Trade Letter of Credit’s date of issuance or (y) the date that is five Business Days prior to the ABL Facility Maturity Date.
Appears in 2 contracts
Samples: Credit Agreement (Claires Stores Inc), Credit Agreement (Claires Stores Inc)
Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to earlier of the Maturity Date for the applicable Revolving Facility Maturity DateBorrower and the LC Commitment Termination Date for the applicable Issuing Bank; provided, provided that any Letter of Credit with a one year tenor may provide for contain customary automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond provisions agreed upon by the applicable Borrower and the applicable Issuing Bank pursuant to which the expiration date referred to in clause (ii) of this paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank shall automatically be extended for a period of up to prevent any such extension at least once in each twelve-month period 12 months (commencing with the but not to a date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided, further, that if such Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after later than the date that is five Business Days prior to the Revolving Facility earlier of the Maturity Date for the applicable Borrower and the LC Commitment Termination Date for such Class Issuing Bank, unless otherwise permitted pursuant to the immediately succeeding proviso), subject to a right on the part of such Issuing Bank to prevent any such renewal from occurring by giving notice to the beneficiary in advance of any such renewal; provided, further that, with the prior consent of the Agent and the applicable Issuing Bank, a Letter of Credit may be issued or extended with an expiration date beyond the fifth Business Day prior to the earlier of the Maturity Date for the applicable Borrower and the LC Commitment Termination Date for such Issuing Bank, in which case the applicable Borrower shall provide Cash Collateral deposit on or prior to the date 90 days prior to the earlier of the Maturity Date for the applicable Borrower and the LC Commitment Termination Date for such Issuing Bank, in an account with such Issuing Bank, for the benefit of the Lenders and such Issuing Bank, as cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and such Issuing Bank, an amount in cash equal to 101% of the relevant aggregate amount of all outstanding Letters of Credit issued for its account by such Issuing Bank in that have an amount equal to expiration date later than the face amount of each such Letter of Credit on or fifth Business Day prior to the date that is five Business Days prior to such Revolving Facility earlier of the Maturity Date or, if later, for the applicable Borrower and the LC Commitment Termination Date for such date of issuanceIssuing Bank.
Appears in 2 contracts
Samples: Credit Agreement (Ameren Energy Generating Co), Credit Agreement (Ameren Energy Generating Co)
Expiration Date. Each Standby Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Standby Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, provided that any Standby Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, which in no event, event shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Standby Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve12-month period (commencing with the date of issuance of such Standby Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve12-month period to be agreed upon at the time such Standby Letter of Credit is issued; provided, further, that if such the applicable Issuing Bank consents and the Administrative Agent each consent in its their sole discretion, the expiration date on of any Standby Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, ; provided that (x) if any such Standby Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days 30 days prior to the Revolving Facility Maturity Date for such Class Date, the Borrower Parties shall provide Cash Collateral cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to 103% of the face amount of each such Standby Letter of Credit on or prior to the date that is five Business Days 30 days prior to such Revolving Facility the Maturity Date or, if later, such date of issuance, and (y) to the extent such cash collateral is provided, each Revolving Lender’s participation in any undrawn Standby Letter of Credit that is outstanding on the Maturity Date shall terminate on the Maturity Date. Each Trade Letter of Credit shall expire at the earlier of (A) 180 days after such Trade Letter of Credit’s date of issuance and (B) the date that is five Business Days prior to the Maturity Date.
Appears in 2 contracts
Samples: Revolving Credit Agreement (AZEK Co Inc.), Revolving Credit Agreement (CPG Newco LLC)
Expiration Date. Each Standby Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable relevant Issuing Bank in their sole discretion) after the date of the issuance of such Standby Letter of Credit (or, in the case of any renewal or extension thereof, one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable relevant Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Final Maturity Date; provided, that any Standby Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one one-year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Standby Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Standby Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Standby Letter of Credit is issued; provided, further, that if such the Issuing Bank consents and the Administrative Agent each consent in its their sole discretion, the expiration date on any Standby Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that (x) if any such Standby Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days 30 days prior to the Revolving Facility Final Maturity Date for such Class Date, the Applicable Administrative Borrower shall provide Cash Collateral cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to 105% of the face amount of each such Standby Letter of Credit or provide a back- to-back letter of credit, in form and substance and from an issuing bank satisfactory to the relevant Issuing Bank on or prior to the date that is five Business Days 30 days prior to such Revolving Facility the Final Maturity Date or, if later, such date of issuanceissuance and (y) each Lender’s participation in any undrawn Letter of Credit that is outstanding on the Final Maturity Date shall terminate on the Final Maturity Date. Each Trade Letter of Credit shall expire on the earlier of (x) 180 days after such Trade Letter of Credit’s date of issuance or (y) the date that is five Business Days prior to the Final Maturity Date.
Appears in 2 contracts
Samples: Abl Credit Agreement (Claire's Holdings LLC), Abl Credit Agreement (Claire's Holdings LLC)
Expiration Date. Each No Letter of Credit shall expire at or prior to the close of business on have a stated expiry date later than the earlier of (iA) one year from the date one year (of its issuance unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after otherwise agrees to a later stated expiry date (including without limitation by extending the stated expiry date of or allowing the issuance of stated expiry date to be automatically extended if such Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extensioncontains language providing for its automatic renewal) and (iiB) the date that is five seven Business Days prior to the Maturity Date for the applicable Revolving Facility Maturity Date; providedIssuing Bank, that any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond unless the date referred to in clause (ii) of this paragraph (c)) so long as Borrower has Cash Collateralized such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided, further, that if such Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days prior to the Revolving Facility Maturity Date for such Class the Borrower shall provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to the sum of the undrawn face amount of each such Letter of Credit on or as of the seventh Business Day prior to such Maturity Date, plus fees and expenses related to such Letter of Credit over its remaining term. In the case of a Letter of Credit containing language providing for its automatic renewal, the Borrower acknowledges and agrees that, if any such automatic renewal would cause the stated expiry date of such Letter of Credit to be later than seven Business Days prior to the Maturity Date for the applicable Issuing Bank, such Issuing Bank may give notice to the beneficiary of such Letter of Credit that such automatic renewal shall not take place, unless the Borrowers have Cash Collateralized such Letter of Credit in accordance with this Section 2.06(c). Once a Letter of Credit that provides for automatic renewal has been issued, the Lenders shall be deemed to have authorized (but may not require) such Issuing Bank to permit the renewal of such Letter of Credit at any time to a date that is five not later than seven Business Days prior to such Revolving Facility Issuing Bank’s Maturity Date or, if later, such date of issuanceDate.”
Appears in 2 contracts
Samples: Extension Agreement, Extension Agreement (Williams Companies Inc)
Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) 1. the date one year (unless otherwise agreed upon by the applicable Borrower and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the applicable Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) 2. the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided, further, that if such the Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days 30 days prior to the Revolving Facility Maturity Date for such Class the Borrower Borrowers shall provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Collateral Agent and the relevant Issuing Bank in an amount equal to the face amount of each such Letter of Credit Minimum L/C Collateral Amount on or prior to the date that is five Business Days 30 days prior to such Revolving Facility Maturity Date or, if later, such date of issuance.
Appears in 1 contract
Samples: First Lien Credit Agreement (Zurn Water Solutions Corp)
Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Extended Revolving Facility Maturity Date; provided, that any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided, further, that if such Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days prior to the Revolving Facility Maturity Date for such Class the Borrower shall provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to the face amount of each such Letter of Credit on or prior to the date that is five Business Days prior to such Revolving Facility Maturity Date or, if later, such date of issuance.. 91
Appears in 1 contract
Samples: Credit Agreement (Dave & Buster's Entertainment, Inc.)
Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower or the applicable Co-Borrower and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower or the applicable Co-Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-twelve- month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided, further, that if such Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days prior to the Revolving Facility Maturity Date for such Class the Borrower or the applicable Co-Borrower shall provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Collateral Agent and the relevant Issuing Bank in an amount equal to the face amount of each such Letter of Credit on or prior to the date that is five Business Days prior to such Revolving Facility Maturity Date or, if later, such date of issuance.. (d)
Appears in 1 contract
Samples: Credit Agreement (ADT Inc.)
Expiration Date. Each Letter of Credit (other than each Existing Letter of Credit) shall expire at or prior to the close of business on the earlier of (i) the date that is one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided that if such expiry date is not a Business Day, such Letter of Credit shall expire at or prior to close of business on the next succeeding Business Day; provided, however, that any Letter of Credit with may, upon the request of a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (whichBorrower, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as include a provision whereby such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period shall be renewed automatically for additional consecutive periods of one year or less (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided, further, that if such Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend but not beyond the date referred to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days prior to the Revolving Facility Maturity Date for such Class Date) unless the Borrower shall provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant applicable Issuing Bank notifies the beneficiary thereof within the time period specified in an amount equal to the face amount of each 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; provided, further, that with respect to any Existing Letter of Credit that expires later than the date that is five Business Days prior to the Revolving Maturity Date, (A) no Revolving Lender (other than the Issuing Bank in respect of such Existing Letter of Credit) shall have any liabilities or obligations in respect of such Existing Letter of Credit after the Revolving Maturity Date and (B) on or prior to the date that is five Business Days prior to the Revolving Maturity Date, the Borrowers shall pledge and deposit with or deliver to each Issuing Bank that issued any such Revolving Facility Maturity Date Existing Letter of Credit cash or deposit account balances under the sole dominion and control of such Issuing Bank or, if latersuch Issuing Bank shall agree in its sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to such date Issuing Bank and in an amount equal to the amount available to be drawn under each such Existing Letter of issuanceCredit.
Appears in 1 contract
Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, however, that any a Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (whichmay, in no event, upon the request of the Borrower that shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as have requested such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time “Requesting Borrower”), include a provision whereby such Letter of Credit is issued; provided, further, that if such Issuing Bank consents in its sole discretion, the expiration date on any Letter shall be renewed automatically for additional consecutive periods of Credit may extend one year or less (but not beyond the date referred to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days prior to the Revolving Facility Maturity Date) unless the applicable Issuing Bank notifies the beneficiary thereof at least 30 days prior to the then-applicable expiration date that such Letter of Credit will not be renewed. Notwithstanding the foregoing, any Letter of Credit issued hereunder may, in the sole discretion of the applicable Issuing Bank, expire after the fifth Business Day prior to the Maturity Date for such Class but on or before the date that is 90 days after the Maturity Date, provided that each Borrower hereby agrees that the applicable Borrower shall provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank cash collateral in an amount equal to 102% of the face LC Exposure in respect of any such outstanding Letter of Credit to the applicable Issuing Bank at least 30 days prior to the Maturity Date, which such amount shall be (A) deposited by the applicable Borrower in an account with and in the name of each such Issuing Bank and (B) held by such Issuing Bank for the satisfaction of such Borrower’s reimbursement obligations in respect of such Letter of Credit on or until the expiration of such Letter of Credit. Any Letter of Credit issued with an expiration date beyond the fifth Business Day prior to the date that is five Business Days prior to such Revolving Facility Maturity Date orshall, if laterto the extent of any undrawn amount remaining thereunder on [[NYCORP:3265188v16:REMOTE_KFASULLO:03/30/11--12:01 a]] the Maturity Date, such date cease to be a “Letter of issuanceCredit” outstanding under this Agreement for purposes of the Revolving Lenders’ obligations to participate in Letters of Credit pursuant to clause (d) below.
Appears in 1 contract
Samples: Credit Agreement (Freeport McMoran Copper & Gold Inc)
Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Extended Revolving Facility Maturity Date; provided, that any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided, further, that if such Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days prior to the Revolving Facility Maturity Date for such Class the Borrower shall provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to the face amount of each such Letter of Credit on or prior to the date that is five Business Days prior to such Revolving Facility Maturity Date or, if later, such date of issuance.. 92
Appears in 1 contract
Samples: Credit Agreement (Dave & Buster's Entertainment, Inc.)
Expiration Date. Each Standby Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Standby Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Standby Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Standby Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Standby Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Standby Letter of Credit is issued; provided, further, that if such the applicable Issuing Bank consents and the Administrative Agent each consent in its their sole discretion, the expiration date on any Standby Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Standby Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days 30 days prior to the such Revolving Facility Maturity Date for such Class the Borrower shall provide Cash Collateral cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to [*]% of the face amount of each such Standby Letter of Credit on such date of issuance. Each Trade Letter of Credit shall expire on the earlier of (x) 180 days after such Trade Letter of Credit’s date of issuance or prior to (y) the date that is five Business Days prior to such the applicable Revolving Facility Maturity Date or, if later, such date of issuanceDate.
Appears in 1 contract
Samples: Intercreditor Agreement (Norwegian Cruise Line Holdings Ltd.)
Expiration Date. Each Standby Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Standby Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Standby Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Standby Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Standby Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Standby Letter of Credit is issued; provided, further, that if such the applicable Issuing Bank consents and the Administrative Agent each consent in its their sole discretion, the expiration date on any Standby Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Standby Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days 30 days prior to the such Revolving Facility Maturity Date for such Class the Borrower Borrowers shall provide Cash Collateral cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to [*]% of the face amount of each such Standby Letter of Credit on such date of issuance. Each Trade Letter of Credit shall expire on the earlier of (x) 180 days after such Trade Letter of Credit’s date of issuance or prior to (y) the date that is five Business Days prior to such the applicable Revolving Facility Maturity Date or, if later, such date of issuanceDate.
Appears in 1 contract
Samples: Credit Agreement (Norwegian Cruise Line Holdings Ltd.)
Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier theearlier of (i) the date one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their intheir sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any extension thereof, ,one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extensiondiscretion)after the then-current expiration date) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity DateMaturityDate; provided, that any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional foradditional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph thisparagraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least atleast once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior givingprior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time thetime such Letter of Credit is issued; provided, further, that if such Issuing Bank consents in its sole discretion, the expiration theexpiration date on any Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any ifany such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that datethat is five Business Days prior to the Revolving Facility Maturity Date for such Class the Borrower shall either (1) provide Cash Collateral pursuant Collateralpursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount anamount equal to the face amount of each such Letter of Credit or (2) arrange for such Letter of Credit to bebackstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank, in each case, on or prior to the tothe date that is five Business Days prior to such the Revolving Facility Maturity Date or, if later, such date of issuance.Notwithstanding anything to the contrary herein, from and after the Revolving Maturity Date no Revolving Lendershall be required to acquire or otherwise hold a participation in any Letter of Credit that is outstanding after suchdate.(d)Participations .. By the issuance of a Letter of Credit (or an amendment to a Letter of Creditincreasing the amount thereof) and without any further action on the part of the Issuing Bank or the Lenders, theIssuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from the IssuingBank, a participation in such Letter of Credit equal to such Revolving Lender’s Commitment Percentage of theaggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of theforegoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent,for the account of the Issuing Bank, such Revolving Lender’s Commitment Percentage of each LC Disbursementmade by the Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of thisSection 2.06 , or of any reimbursement payment required to be refunded to the Borrower for any reason. EachRevolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph inrespect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever,including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of aDefault or reduction or termination of the Revolving Commitments, and that each such payment shall be madewithout any offset, abatement, withholding or reduction whatsoever.(e)
Appears in 1 contract
Samples: Credit Agreement (Consolidated Communications Holdings, Inc.)
Expiration Date. Each Letter of Credit (other than the Existing Letters of Credit) shall expire (or be subject to termination or non-renewal by notice from the Issuing Bank to the beneficiary thereof) at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, including, without limitation, any automatic renewal provision, one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five (5) Business Days prior to the applicable Revolving Facility Maturity Date; provided, provided that any Letter of Credit with a one one-year tenor may provide for automatic the renewal or extension thereof for additional one one-year periods (which, which shall in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided, further, that if such Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may event extend beyond the date referred to in clause (ii) above). Borrowers understand and agree that Issuing Bank is not required to extend the expiration date of any Letter of Credit for any reason. With respect to any Letter of Credit containing an “automatic amendment” to extend the expiration date of such Letter of Credit, providedthe applicable Issuing Bank, that if any in its sole and absolute discretion, may give notice of nonrenewal of such Letter of Credit is outstanding or is issued under and, if the Revolving Facility Commitments applicable Borrower does not at any time want the then current expiration date of any Class after the date that is five Business Days prior such Letter of Credit to the Revolving Facility Maturity Date for be extended, such Class the Borrower shall provide Cash Collateral pursuant to documentation reasonably satisfactory to will so notify the Administrative Agent and the relevant applicable Issuing Bank in an amount equal at least 30 calendar days (or such shorter period as the Administrative Agent and such Issuing Bank shall agree) before such Issuing Bank is required to notify the face amount beneficiary of each such Letter of Credit on or prior any advising bank of such non-extension pursuant to the date that is five Business Days prior to terms of such Revolving Facility Maturity Date or, if later, such date Letter of issuanceCredit.
Appears in 1 contract
Expiration Date. Each Standby Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable relevant Issuing Bank in their sole discretion) after the date of the issuance of such Standby Letter of Credit (or, in the case of any renewal or extension thereof, one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable relevant Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Final Maturity Date; provided, that any Standby Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one one-year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Standby Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Standby Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Standby Letter of Credit is issued; provided, further, that if such the Issuing Bank consents and the Administrative Agent each consent in its their sole discretion, the expiration date on any Standby Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that (x) if any such Standby Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days 30 days prior to the Revolving Facility Final Maturity Date for such Class Date, the Applicable Administrative Borrower shall provide Cash Collateral cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to 105% of the face amount of each such Standby Letter of Credit or provide a back-to-back letter of credit, in form and substance and from an issuing bank satisfactory to the relevant Issuing Bank on or prior to the date that is five Business Days 30 days prior to such Revolving Facility the Final Maturity Date or, if later, such date of issuanceissuance and (y) each Lender’s participation in any undrawn Letter of Credit that is outstanding on the Final Maturity Date shall terminate on the Final Maturity Date. Each Trade Letter of Credit shall expire on the earlier of (x) 180 days after such Trade Letter of Credit’s date of issuance or (y) the date that is five Business Days prior to the Final Maturity Date.
Appears in 1 contract
Samples: Abl Credit Agreement
Expiration Date. Each Standby Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Standby Letter of Credit (or, in the case of any extension or renewal thereof, one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after such renewal extension or extensionrenewal) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, provided that (x) any Standby Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Standby Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Standby Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Standby Letter of Credit is issued; provided, further, that and (y) if such the Issuing Bank consents and the Administrative Agent each consent in its their sole discretion, the expiration date on any Standby Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, provided that if any such Standby Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days 30 days prior to the Revolving Facility Maturity Date for such Class Date, the applicable Borrower shall provide Cash Collateral cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to 105% of the face amount of each such Standby Letter of Credit on or prior to the date that is five Business Days 30 days prior to such Revolving Facility the Maturity Date or, if later, such the date of issuance. Each Trade Letter of Credit shall expire no later than the earlier of (x) 180 days after such Trade Letter of Credit’s date of issuance or (y) the date five Business Days prior to the Maturity Date. The Borrower Representative shall notify the Issuing Bank and the Administrative Agent in writing of the cancellation or expiration of any Letter of Credit (and whether any extension or renewal shall occur) on any date within 30 days of such cancellation or expiration.
Appears in 1 contract
Samples: Credit Agreement (Mariner, LLC)
Expiration Date. Each Standby Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Standby Letter of Credit (or, in the case of any renewal or extension thereof, one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after such renewal or extension) ), and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, provided that any Standby Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Standby Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Standby Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Standby Letter of Credit is issued; provided, further, that if such the Issuing Bank consents and the Administrative Agent each consent in its their sole discretion, the expiration date on any Standby Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, ; provided that (x) if any such Standby Letter of Credit is outstanding outstanding, or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days 30 days prior to the Revolving Facility Maturity Date for such Class Date, the Borrower shall provide Cash Collateral cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to 103% of the face amount of each such Standby Letter of Credit on or prior to the date that is five Business Days 30 days prior to such the Revolving Facility Maturity Date or, if later, such date of issuanceissuance and (y) each Revolving Facility Lender’s participation in any undrawn Letter of Credit that is outstanding on the Revolving Facility Maturity Date shall terminate on the Revolving Facility Maturity Date. Each Trade Letter of Credit shall expire on the earlier of (x) 180 days after such Trade Letter of Credit’s date of issuance or renewal or extension or (y) the date five Business Days prior to the Revolving Facility Maturity Date.
Appears in 1 contract
Expiration Date. Each Standby Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Standby Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Standby Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Standby Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Standby Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-twelve- month period to be agreed upon at the time such Standby Letter of Credit is issued; provided, further, that if such the Issuing Bank consents and the Administrative Agent each consent in its their sole discretion, the expiration date on any Standby Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Standby Letter of Credit is outstanding or the expiration date is issued under the Revolving Facility Commitments of any Class extended to a date after the date that is five Business Days 30 days prior to the Revolving Facility Maturity Date for such Class the Borrower shall provide Cash Collateral cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to 105% of the face amount of each such Standby Letter of Credit or provide back-to-back letters of credit, in form and substance and from an issuing bank reasonably satisfactory to the relevant Issuing Bank, on or prior to the date that is 30 days prior to the Revolving Facility Maturity Date. Each Trade Letter of Credit shall expire not later than (x) 180 days after such Trade Letter of Credit’s date of issuance, or, if earlier, (y) the date five Business Days prior to such the Revolving Facility Maturity Date or, if later, such date of issuanceDate.
Appears in 1 contract
Samples: Credit Agreement (Noranda Aluminum Acquisition CORP)
Expiration Date. Each Standby Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Standby Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Standby Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Standby Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Standby Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Standby Letter of Credit is issued; provided, further, that if such the Issuing Bank consents and the Administrative Agent each consent in its their sole discretion, the expiration date on any Standby Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Standby Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days 30 days prior to the such Revolving Facility Maturity Date for such Class the applicable Borrower shall provide Cash Collateral cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to 105% of the face amount of each such Standby Letter of Credit on or prior to the date that is five Business Days 30 days prior to such Revolving Facility Maturity Date or, if later, such date of issuance. Each Trade Letter of Credit shall expire on the earlier of (x) 180 days after such Trade Letter of Credit’s date of issuance or (y) the date five Business Days prior to the applicable Revolving Facility Maturity Date.
Appears in 1 contract
Samples: Credit Agreement (RBS Global Inc)
Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year (unless otherwise agreed upon by the Borrower Agent and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower Agent and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Extended Revolving Facility Maturity Date; provided, that any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided, further, that if such Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days prior to the Revolving Facility Maturity Date for such Class the Borrower Agent shall provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to the face amount of each such Letter of Credit on or prior to the date that is five Business Days prior to such Revolving Facility Maturity Date or, if later, such date of issuance.
Appears in 1 contract
Samples: Credit Agreement (Dave & Buster's Entertainment, Inc.)
Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any unless such Letter of Credit with (i) expires by its terms on an earlier date or (ii) has a one one-year tenor may provide and provides for automatic the renewal or extension thereof for additional one one-year periods, so long as such periods (which, in no event, shall extend beyond the date referred to in this clause (ii) of this paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent shall not in any such extension event expire at least once in each twelve-month period (commencing with the a date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided, further, that if such Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after later than the date that is five Business Days prior to the Revolving Facility Maturity Date for such Class Date. Participations. By the Borrower shall provide Cash Collateral pursuant to documentation reasonably satisfactory to issuance of a Letter of Credit and without any further action on the Administrative Agent and part of the relevant Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Lender, and each such Lender hereby acquires from the applicable Issuing Bank, a participation in an amount equal to the face amount of each such Letter of Credit on or prior equal to such Lender's Pro Rata Percentage of the aggregate amount available to bc drawn under such Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the date that is five Business Days prior to such Revolving Facility Maturity Date orAdministrative Agent, if laterfor the account of the Issuing Bank, such Lender's Pro Rata Percentage of each L/C Disbursement made by the Issuing Bank and not reimbursed by the Borrower forthwith on the date due as provided in Section 2.02(f) hereof. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of issuanceLetters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.
Appears in 1 contract
Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise mutually agreed upon by the Borrower and the applicable Issuing Bank in their sole discretionBank) after the date of the issuance of such Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise mutually agreed upon by the Borrower and the applicable Issuing Bank in their sole discretionBank) after such renewal or extension) and (ii) the date that is five (5) Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for an additional one year periods period of up to 12 months (which, in no event, shall extend beyond the date referred to in clause subclause (ii) of this paragraph clause (c), except to the extent Cash Collateralized or backstopped pursuant to an arrangement reasonably acceptable to the relevant Issuing Bank) so long as such Letter of Credit (any such Letter of Credit, an “Auto Renewal Letter of Credit”) permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Auto Renewal Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Auto Renewal Letter of Credit is issued; provided, further, that if such the Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause subclause (ii) above, provided, that if above but the participations of the Lenders with Revolving Facility Commitments of the applicable Class shall terminate on the applicable Revolving Facility Maturity Date. If any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five (5) Business Days prior to the Revolving Facility Maturity Date for such Class the Borrower shall provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Collateral Agent and the relevant Issuing Bank in an amount equal to the face amount of each such Letter of Credit on or prior to the date that is five (5) Business Days prior to such Revolving Facility Maturity Date or, if later, such date of issuance. Unless otherwise directed by 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 such Revolving Facility Maturity Date (except as otherwise provided in the second proviso to this clause (c)).
Appears in 1 contract
Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier date that is two Business Days prior to the Maturity Date. Notwithstanding the foregoing, any Letter of (i) Credit issued hereunder may, in the sole discretion of the applicable Issuing Bank, expire after the second Business Day prior to the Maturity Date but on or before the date one year (unless otherwise agreed upon by that is 90 days after the Maturity Date, provided that the Borrower and hereby agrees that it shall provide cash collateral in an amount equal to 102% of the LC Exposure in respect of any such outstanding Letter of Credit to the applicable Issuing Bank at least 10 days prior to the Maturity Date, which such amount shall be (i) deposited by the Borrower in their sole discretionan account with and in the name of such Issuing Bank and (ii) after held by such Issuing Bank for the date satisfaction of the issuance Borrower’s reimbursement obligations in respect of such Letter of Credit (or, in until the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance expiration of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such . Any Letter of Credit is issuedissued with an expiration date beyond the second Business Day prior to the Maturity Date shall, to the extent of any undrawn amount remaining thereunder on the Maturity Date, cease to be a “Letter of Credit” outstanding under this Agreement for purposes of the Lenders’ obligations to participate in Letters of Credit pursuant to clause (d) below. 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; providedprovided that, furthernotwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrary, that if the Maturity Date and the LC Availability Period, as such terms are used in reference to any Issuing Bank consents in its sole discretion, the expiration date on or any Letter of Credit issued thereby, may extend beyond the date referred not be extended with respect to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days prior to the Revolving Facility Maturity Date for such Class the Borrower shall provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to without the face amount prior written consent of each such Letter of Credit on or prior to the date that is five Business Days prior to such Revolving Facility Maturity Date or, if later, such date of issuanceIssuing Bank.
Appears in 1 contract
Expiration Date. Each Standby Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Standby Letter of Credit (or, in the case of any renewal or extension thereof, one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after such renewal or extension) ), and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, provided that any Standby Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Standby Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Standby Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Standby Letter of Credit is issued; provided, further, that if such the Issuing Bank consents and the Administrative Agent each consent in its their sole discretion, the expiration date on any Standby Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, ; provided that (x) if any such Standby Letter of Credit is outstanding outstanding, or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days 30 days prior to the Revolving Facility Maturity Date for such Class Date, the Borrower shall provide Cash Collateral cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to 105% of the face amount of each such Standby Letter of Credit on or prior to the date that is five Business Days 30 days prior to such the Revolving Facility Maturity Date or, if later, such date of issuanceissuance and (y) each Revolving Facility Lender’s participation in any undrawn Letter of Credit that is outstanding on the Revolving Facility Maturity Date shall terminate on the Revolving Facility Maturity Date. Each Trade Letter of Credit shall expire on the earlier of (x) 180 days after such Trade Letter of Credit’s date of issuance or renewal or extension or (y) the date five Business Days prior to the Revolving Facility Maturity Date.
Appears in 1 contract
Samples: Credit Agreement (Verso Paper Corp.)
Expiration Date. Each Standby Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Standby Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Standby Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Standby Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Standby Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Standby Letter of Credit is issued; provided, further, that if such the Issuing Bank consents and the Administrative Agent each consent in its their sole discretion, the expiration date on any Standby Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Standby Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days 30 days prior to the Revolving Facility Maturity Date for such Class the applicable Borrower shall provide Cash Collateral cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to 105% of the face amount of each such Standby Letter of Credit on or prior to the date that is five Business Days 30 days prior to such the Revolving Facility Maturity Date or, if later, such date of issuance. Each Trade Letter of Credit shall expire on the earlier of (x) 180 days after such Trade Letter of Credit’s date of issuance or (y) the date five Business Days prior to the Revolving Facility Maturity Date.
Appears in 1 contract
Samples: Credit Agreement (Rexnord Corp)
Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on have a stated expiration date no later than the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) twelve months after the date of the issuance of such Letter of Credit (or, in the case of any extension of the expiration date thereof, one year (unless otherwise agreed upon whether automatic or by amendment, twelve months after the Borrower and the applicable Issuing Bank in their sole discretion) after then current expiration date of such renewal or extensionLetter of Credit) and (ii) the date that is five Business Days prior to the applicable Maturity Date for the Revolving Credit Facility; provided that, if there exist any Incremental Revolving Commitments having a maturity date later than the Maturity Date for the Revolving Credit Facility (the “Subsequent Maturity Date; provided”), that any then, so long as the aggregate L/C Obligations in respect of Letters of Credit expiring after the Maturity Date for the Revolving Credit Facility will not exceed the lesser of $50,000,000 and the aggregate amount of such Incremental Revolving Commitments, the applicable Borrower, or the Borrower Agent on its behalf, may request the issuance of a Letter of Credit with a that shall expire at or prior to the close of business on the earlier of (A) the date one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with after the date of the issuance of such Letter of Credit) by giving prior notice to Credit (or, in the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided, further, that if such Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments case of any Class renewal or extension thereof, one year after such renewal or extension) and (B) the date that is five Business Days prior to the Revolving Facility Subsequent Maturity Date. Notwithstanding the foregoing, any Letter of Credit issued hereunder may, in the sole discretion of the applicable L/C Issuer, expire after the fifth Business Day prior to the Maturity Date for the Revolving Credit Facility (or the Subsequent Maturity Date) but on or before the date that is 90 days after the Maturity Date for the Revolving Credit Facility (or the Subsequent Maturity Date); provided that each Borrower hereby agrees that it shall in the case of any such Class the Borrower shall Letter of Credit issued for its account provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank cash collateral in an amount equal to the face amount Minimum Collateral Amount in respect of each any such outstanding Letter of Credit on or prior to the date that is applicable L/C Issuer at least five Business Days prior to such Revolving Facility the Maturity Date orfor the Revolving Credit Facility (or the Subsequent Maturity Date), if laterwhich such amount shall be (A) deposited by the applicable Borrower in an account with and in the name of such L/C Issuer and (B) held by such L/C Issuer for the satisfaction of the applicable Borrower’s reimbursement obligations in respect of such L/C Issuer until the expiration of such Letter of Credit. Any Letter of Credit issued with an expiration date beyond the fifth Business Day prior to the Maturity Date for the Revolving Credit Facility (or the Subsequent Maturity Date) shall, such date to the extent of issuanceany undrawn amount remaining thereunder on the Maturity Date for the Revolving Credit Facility (or the Subsequent Maturity Date), cease to be a “Letter of Credit” outstanding under this Agreement for purposes of the Revolving Credit Lenders’ obligations to participate in Letters of Credit pursuant to clause (e) below.
Appears in 1 contract
Samples: Credit Agreement (NCR Corp)
Expiration Date. Each Standby Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank relevant Letter of Credit Issuer in their sole discretion) after the date of the issuance of such Standby Letter of Credit (or, in the case of any renewal or extension thereof, one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank relevant Letter of Credit Issuer in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Final Maturity Date; provided, that any Standby Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one one-year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Standby Letter of Credit permits the applicable Issuing Bank Letter of Credit Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Standby Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Standby Letter of Credit is issued; provided, further, that if such Issuing Bank consents the Letter of Credit Issuer and the Administrative Agent each consent in its their sole discretion, the expiration date on any Standby Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that (x) if any such Standby Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days 30 days prior to the Revolving Facility Final Maturity Date for such Class Date, the Borrower shall provide Cash Collateral cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank Letter of Credit Issuer in an amount equal to 105% of the face amount of each such Standby Letter of Credit or provide a back-to-back letter of credit, in form and substance and from a Letter of Credit Issuer satisfactory to the relevant Letter of Credit Issuer on or prior to the date that is five Business Days 30 days prior to such Revolving Facility the Final Maturity Date or, if later, such date of issuanceissuance and (y) each Lender’s participation in any undrawn Letter of Credit that is outstanding on the Final Maturity Date shall terminate on the Final Maturity Date. Each Trade Letter of Credit shall expire on the earlier of (x) 180 days after such Trade Letter of Credit’s date of issuance or (y) the date that is five Business Days prior to the Final Maturity Date.
Appears in 1 contract
Expiration Date. Each Commercial Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Commercial Letter of Credit (or, in the case of any renewal or extension thereof, one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) ). Each Standby Letter of Credit shall expire not later than the close of business on the date four years after the date of the issuance of such Standby Letter of Credit, provided that is five Business Days prior to if the applicable Revolving Facility Maturity Date; provided, that Letter of Credit Party so requests in any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (whichapplication, the Issuing Lender may, in no eventits sole and absolute discretion, shall extend beyond the date referred agree to in clause (ii) of this paragraph (c)) so long as such issue a Standby Letter of Credit permits that has an automatic extension provision, as may be described in the applicable Issuing Bank Lender’s Master Letter of Credit Agreement, provided that such Standby Letter of Credit must permit the Issuing Lender 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 within not later than a time period day during such twelve-month period to be agreed upon at the time such Standby Letter of Credit is issued; provided. If this Agreement shall terminate, further, that if such Issuing Bank consents in its sole discretionwhether upon the Revolving Credit Commitment Termination Date or by reason of the occurrence and continuance of an Event of Default or otherwise, the expiration date on Company shall either (x) arrange for any Letter new lender to indemnify the Issuing Lender for the Aggregate Letters of Credit may extend beyond the date referred to Oustanding in clause (ii) above, provided, that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days prior to the Revolving Facility Maturity Date for such Class the Borrower shall provide Cash Collateral a manner and pursuant to documentation reasonably such documents satisfactory to the Administrative Agent and the relevant Issuing Bank Lender in its commercially reasonable discretion or (y) deposit in an account with the Issuing Lender an amount in cash equal to the face amount of each such Letter Aggregate Letters of Credit on or prior to the date that is five Business Days prior to such Revolving Facility Maturity Date or, if later, Outstanding as of such date plus any accrued and unpaid interest thereon. Such deposit shall be held by the Issuing Lender as collateral for the payment and performance of issuancethe obligations of the Company under this Agreement. The Issuing Lender shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accounts.
Appears in 1 contract
Expiration Date. Each Standby Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable relevant Issuing Bank in their sole discretion) after the date of the issuance of such Standby Letter of Credit (or, in the case of any renewal or extension thereof, one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable relevant Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Standby Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Standby Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Standby Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Standby Letter of Credit is issued; provided, further, that if such the Issuing Bank consents and the Administrative Agent each consent in its their sole discretion, the expiration date on any Standby Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that (x) if any such Standby Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days 30 days prior to the Revolving Facility Maturity Date for such Class the Borrower shall provide Cash Collateral cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to 105% of the face amount of each such Standby Letter of Credit or provide a back-to-back letter of credit, in form and substance and from an issuing bank satisfactory to the relevant Issuing Bank on or prior to the date that is five Business Days 30 days prior to such the Revolving Facility Maturity Date or, if later, such date of issuanceissuance and (y) each Revolving Lender’s participation in any undrawn Letter of Credit that is outstanding on the Revolving Facility Maturity Date shall terminate on the Revolving Facility Maturity Date. Each Trade Letter of Credit shall expire on the earlier of (x) 180 days after such Trade Letter of Credit’s date of issuance or (y) the date that is five Business Days prior to the Revolving Facility Maturity Date.
Appears in 1 contract
Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any extension of the expiration date thereof, one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, however, that any a Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (whichmay, in no event, upon the request of the Borrower that shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as have requested such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time “Requesting Borrower”), include a provision whereby such Letter of Credit is issued; provided, further, that if such Issuing Bank consents in its sole discretion, the expiration date on any Letter shall be extended automatically for additional consecutive periods of Credit may extend one year or less (but not beyond the date referred to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days prior to the Revolving Facility Maturity Date) unless the applicable Issuing Bank notifies the beneficiary thereof at least 30 days prior to the then-applicable expiration date that such Letter of Credit will not be extended. Notwithstanding the foregoing, any Letter of Credit issued hereunder may, in the sole discretion of the applicable Issuing Bank, expire after the fifth Business Day prior to the Maturity Date for such Class but on or before the date that is 90 days after the Maturity Date; provided that each Borrower hereby agrees that the applicable Borrower shall provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank cash collateral in an amount equal to 102% of the face LC Exposure in respect of any such outstanding Letter of Credit to the applicable Issuing Bank at least 30 days prior to the Maturity Date, which such amount shall be (A) deposited by the applicable Borrower in an account with and in the name of each such Issuing Bank and (B) held by such Issuing Bank for the satisfaction of such Xxxxxxxx’s reimbursement obligations in respect of such Letter of Credit on or until the expiration of such Letter of Credit. Any Letter of Credit issued with an expiration date beyond the fifth Business Day prior to the date that is five Business Days prior to such Revolving Facility Maturity Date orshall, if laterto the extent of any undrawn amount remaining thereunder on the Maturity Date, such date cease to be a “Letter of issuanceCredit” outstanding under this Agreement for purposes of the Revolving Lenders’ obligations to participate in Letters of Credit pursuant to clause (d) below.
Appears in 1 contract
Expiration Date. Each Letter of Credit shall provide that it expires within one year from the date of issuance. If a Letter of Credit also provides for automatic extension, such Letter of Credit must also provide for automatic expiration at the initial or any subsequent expiration date upon the Issuing Bank’s sending a notice of non-extension to the Beneficiary reasonably (not more than ninety (90) days) before the then current expiration date, that no automatic extension may exceed one year in duration, and that the Letter of Credit must in all events expire at or on a final and certain date stated in the Letter of Credit that is not later than ten (10) days prior to the close Commitment Termination Date. Notwithstanding the foregoing, if a Letter of business on Credit is outstanding following the earlier to occur of the Commitment Termination Date and the Termination Date, the Letter of Credit must be Cash Collateralized in an amount of at least 102% of the undrawn face amount and any unreimbursed drawings not honored or refused of each Letter of Credit on terms acceptable to the Issuing Bank, no later than five (i5) Business Days prior to the Commitment Termination Date or Termination Date, as applicable, or supported by another letter of credit approved by the Issuing Bank, and (ii) the Borrower pays in full prior to the Commitment Termination Date all commissions, fees and expenses required to be paid with respect to any such Letter of Credit through the then current expiration date one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (orand, in that connection, the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) Lenders agree not later than the date that is five two Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond after the date referred to in clause (ii) of this paragraph (c)) so long as upon which the last such Letter of Credit permits shall expire or be terminated to rebate to the applicable Issuing Bank to prevent any Borrower the excess, if any, of the aggregate participation and fronting fees that have been prepaid by the Borrower over the sum of the amount of such extension at least once in each twelve-month period (commencing with fees that ultimately accrue through the date of issuance such expiration or termination and the aggregate amount of all other unpaid obligations hereunder at such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued; providedtime), further, that if such Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days prior to the Revolving Facility Maturity Date for such Class the Borrower shall provide Cash Collateral each case pursuant to documentation arrangements reasonably satisfactory to the Administrative Agent Issuing Bank and the relevant Issuing Bank in an amount equal to the face amount of each such Letter of Credit on or prior to the date that is five Business Days prior to such Revolving Facility Maturity Date or, if later, such date of issuanceAdministrative Agent.
Appears in 1 contract
Samples: Secured Revolving Credit Agreement (New Mountain Finance Corp)
Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise mutually agreed upon by the Borrower and the applicable Issuing Bank in their sole discretionBank) after the date of the issuance of such Letter of Credit 77 (or, in the case of any extension thereof, one year (unless otherwise mutually agreed upon by the Borrower and the applicable Issuing Bank in their sole discretionBank) after such renewal or extension) and (ii) the date that is five (5) Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for an additional one year periods period of up to 12 months (which, in no event, shall extend beyond the date referred to in clause subclause (ii) of this paragraph clause (c), except to the extent Cash Collateralized or backstopped pursuant to an arrangement reasonably acceptable to the relevant Issuing Bank) so long as such Letter of Credit (any such Letter of Credit, an “Auto Renewal Letter of Credit”) permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Auto Renewal Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Auto Renewal Letter of Credit is issued; provided, further, that if such the Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause subclause (ii) above, provided, that if above but the participations of the Lenders with Revolving Facility Commitments of the applicable Class shall terminate on the applicable Revolving Facility Maturity Date. If any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five (5) Business Days prior to the Revolving Facility Maturity Date for such Class the Borrower shall provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Collateral Agent and the relevant Issuing Bank in an amount equal to the face amount of each such Letter of Credit on or prior to the date that is five (5) Business Days prior to such Revolving Facility Maturity Date or, if later, such date of issuance. Unless otherwise directed by 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 such Revolving Facility Maturity Date (except as otherwise provided in the second proviso to this clause (c)).
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Expiration Date. Each No Letter of Credit shall expire at or prior to the close of business on later than the earlier of (iA) the date that is one (1) year (unless otherwise agreed upon by or, in the Borrower and the applicable Issuing Bank in their sole discretioncase of documentary Letters of Credit, one hundred eighty (180) days) after the date of the issuance of such Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (iiB) the date that is five (5) Business Days prior to the applicable Initial Revolving Facility Credit Maturity Date; provided, provided that any Letter of Credit with a one year tenor may provide for the automatic renewal or extension thereof for any number of additional periods each of up to one (1) year periods in duration (none of which, in no any event, shall extend beyond the date referred to in the preceding clause (iiB) unless 100% of this paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelvethen-month period (commencing with available face amount thereof is Cash collateralized or backstopped on or before the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time that such Letter of Credit is issued; provided, further, that if such Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend extended beyond the date referred to in clause (iiB) above, provided, that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days prior to the Revolving Facility Maturity Date for such Class the Borrower shall provide Cash Collateral above pursuant to documentation arrangements reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank); provided, further, that each Initial Revolving Lender’s participation in any undrawn Letter of Credit that is outstanding on the Initial Revolving Credit Maturity Date will terminate on the Initial Revolving Credit Maturity Date. Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the applicable Class of Lenders, the applicable Issuing Bank hereby grants to each Lender of the applicable Class, and each such Lender hereby acquires from such Issuing Bank, a participation in an amount such 129379097_5 #96094974v22 133208524_1 Letter of Credit equal to such Lender’s Applicable Percentage of the face aggregate amount of each available to be drawn under such Letter of Credit on or prior Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the date that is five Business Days prior to such Revolving Facility Maturity Date orAdministrative Agent, if laterfor the account of the applicable Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the applicable Borrower on the date due as provided in paragraph (e) of issuancethis Section 2.05, or of any reimbursement payment required to be refunded to the applicable Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or Event of Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.
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Expiration Date. (i) Each USD Tranche Letter of Credit shall expire at or prior to the close of business on the earlier of (ix) the date that is one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such USD Tranche Letter of Credit (or, in the case of any extension thereof, the date to which it has been extended (not in excess of one year (unless otherwise agreed upon by from the Borrower and the last applicable Issuing Bank in their sole discretion) after such renewal or extensionexpiry date)) and (iiy) the date that is five (5) Business Days prior to the applicable USD Tranche Revolving Facility Maturity Date; providedprovided that if such expiry date is not a Business Day, that any such USD Tranche Letter of Credit with a one year tenor may provide for automatic renewal shall expire at or extension thereof for additional one year periods (which, in no event, shall extend beyond prior to the date referred to in clause (ii) close of this paragraph (c)) so long as such business on the next succeeding Business Day; provided further that any USD Tranche Letter of Credit permits may, upon the applicable Issuing Bank to prevent any request of the Borrower, include a provision whereby 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 within a time period during such twelve-month period to be agreed upon at the time such USD Tranche Letter of Credit is issued; providedshall be renewed, further, that if such Issuing Bank consents in its sole discretion, the expiration date on any Letter exchanged or extended automatically for additional consecutive periods of Credit may extend one year or less (but not beyond the date referred to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five (5) Business Days prior to the USD Tranche Revolving Facility Maturity Date for such Class Date) unless the Borrower shall provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant applicable USD Tranche Issuing Bank notifies the beneficiary thereof within the time period specified in an amount equal to the face amount of each such USD Tranche Letter of Credit on or or, if no such time period is specified, at least thirty (30) days prior to the date then applicable expiration date, that is five such USD Tranche Letter of AMERICAS 107903477 Credit will not be renewed, exchanged or extended; provided further that such USD Tranche Letter of Credit shall not be required to expire on such fifth (5th) Business Days Day prior to such the USD Tranche Revolving Facility Maturity Date orif such USD Tranche Letter of Credit is cash collateralized or backstopped in an amount, if laterby an institution and otherwise pursuant to arrangements, such date of issuancein each case reasonably acceptable to the applicable USD Tranche Issuing Bank.
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Expiration Date. Each Letter of Credit shall expire (or be subject to termination by notice from the relevant Issuing Bank to the beneficiary thereof) at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) (A) the date that is five Business Days prior to the Maturity Date (provided that, notwithstanding the foregoing, no Letter of Credit may expire beyond the close of business on the date that is five Business Days prior to (I) the earliest Maturity Date applicable Revolving Facility to any Lender, unless the amount of such Letter of Credit on the date of issuance, renewal or extension, as applicable, together with the aggregate amount of the outstanding LC Exposure and Tranche 1 Loans at such time, is less than or equal to the total Tranche 1 Commitments of all Lenders having a later Maturity DateDate and (II) the Maturity Date applicable to the Issuing Bank that is the issuer of such Letter of Credit) or (B) such later date as the Issuing Bank that issues such Letter of Credit may agree to the extent that on the date of the issuance, renewal, amendment or extension of such Letter of Credit, as applicable, such Letter of Credit is cash collateralized in a manner (and in an amount not less than 103% of the face amount of such Letter of Credit) acceptable to such Issuing Bank in its sole discretion; provided, provided further that in the event that an Issuing Bank consents to an expiration date for any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond that is after the date referred to in clause (iiii)(A) above (but disregarding clause (II) of this paragraph (cthe parenthetical therein)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided, further, that if such Issuing Bank consents in its sole discretion, the expiration date Lenders shall cease to have risk participations therein on any Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days prior to the Revolving Facility applicable Maturity Date for such Class the Borrower shall provide Cash Collateral pursuant to documentation reasonably satisfactory (except to the Administrative Agent and extent of any LC Disbursement made on or prior to such date or, solely in the relevant Issuing Bank in an amount equal event any rule of law or uniform practices to the face amount of each which such Letter of Credit on is subject (including Section 3.14 of ISP 98 or prior any successor publication of the International Chamber of Commerce) permits a drawing to be made under such Letter of Credit after the date that is five Business Days prior to expiration thereof, after such Revolving Facility Maturity Date or, if later, such date of issuancedate).
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Samples: Credit Agreement (Tesoro Corp /New/)
Expiration Date. Each Standby Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable relevant Issuing Bank in their sole discretion) after the date of the issuance of such Standby Letter of Credit (or, in the case of any renewal or extension thereof, one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable relevant Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Standby Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Standby Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Standby Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Standby Letter of Credit is issued; provided, further, that if such the Issuing Bank consents and the Administrative Agent each consent in its their sole discretion, the expiration date on any Standby Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that (x) if any such Standby Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days 30 days prior to the Revolving Facility Maturity Date for such Class the Borrower shall provide Cash Collateral cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to 105% of the face amount of each such Standby Letter of Credit or provide a back-to-back letter of credit, in form and substance and from an issuing bank satisfactory to the relevant Issuing Bank on or prior to the date that is five Business Days 30 days prior to such the Revolving Facility Maturity Date or, if later, such date of issuanceissuance and (y) each Revolving Lender's participation in any undrawn Letter of Credit that is outstanding on the Revolving Facility Maturity Date shall terminate on the Revolving Facility Maturity Date. Each Trade Letter of Credit shall expire on the earlier of (x) 180 days after such Trade Letter of Credit's date of issuance or (y) the date five Business Days prior to the Revolving Facility Maturity Date.
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Expiration Date. Each Letter of Credit shall expire (or be subject to termination by notice from the relevant Issuing Bank to the beneficiary thereof) at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) (A) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; providedDate (provided that, that any notwithstanding the foregoing, no Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend expire beyond the close of business on the date referred that is five Business Days prior to in clause (iiI) the earliest Maturity Date applicable to any Lender, unless the amount of this paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with on the date of issuance issuance, renewal or extension, as applicable, together with the aggregate of the outstanding LC Exposure and Loans at such time, is less than or equal to the total Commitments of all Lenders having a later Maturity Date and (II) the Maturity Date of the Issuing Bank of such Letter of Credit) by giving prior notice or (B) such later date as the Issuing Bank that issues such Letter of Credit may agree to the beneficiary thereof within a time period during extent that on the date of the issuance, renewal, amendment or extension of such twelve-month period to be agreed upon at the time Letter of Credit, as applicable, such Letter of Credit is issued; provided, further, that if cash collateralized in a manner (and in an amount not less than 103% of the face amount of such Letter of Credit) acceptable to such Issuing Bank consents in its sole discretion, ; provided further that in the event that an Issuing Bank consents to an expiration date on for any Letter of Credit may extend beyond that is following the date referred Maturity Date, the Lenders shall cease to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after have risk participations therein on the date that is five Business Days prior to the Revolving Facility Maturity Date for such Class the Borrower shall provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to the face amount of each such Letter of Credit on or prior to the date that is five Business Days prior to such Revolving Facility Maturity Date or, if later, such date of issuanceDate.
Appears in 1 contract
Samples: Credit Agreement (Tesoro Corp /New/)
Expiration Date. Each Standby Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable relevant Issuing Bank in their sole discretion) after the date of the issuance of such Standby Letter of Credit (or, in the case of any renewal or extension thereof, one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable relevant Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Standby Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Standby Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Standby Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Standby Letter of Credit is issued; provided, further, that if such the Issuing Bank consents and the Administrative Agent each consent in its their sole discretion, the expiration date on any Standby Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that (x) if any such Standby Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days 30 days prior to the Revolving Facility Maturity Date for such Class the Borrower shall provide Cash Collateral cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to 105% of the face amount of each such Standby Letter of Credit or provide a back-to-back letter of credit, in form and substance and from an issuing bank satisfactory to the relevant Issuing Bank on or prior to the date that is five Business Days 30 days prior to such the Revolving Facility Maturity Date or, if later, such date of issuanceissuance and (y) each Lender’s participation in any undrawn Letter of Credit that is outstanding on the Revolving Facility Maturity Date shall terminate on the Revolving Facility Maturity Date. Each Trade Letter of Credit shall expire on the earlier of (x) 180 days after such Trade Letter of Credit’s date of issuance or (y) the date that is five Business Days prior to the Revolving Facility Maturity Date.
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Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity LC Termination Date; providedprovided that, that any notwithstanding the foregoing, no Letter of Credit shall be issued (x) with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend an expiration date beyond the date referred to then Maturity Date of any Lender if after giving effect thereto the total Revolving Credit Exposures would exceed the Expected Total Commitment in clause (ii) of this paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in effect for each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time day on which such Letter of Credit is issued; providedto be outstanding that occurs beyond such Maturity Date, further(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, that if its “LC Issuer Maturity Date”) or (z) with an expiration date beyond the then Maturity Date of any Lender if, after giving effect thereto, the LC Fronting Exposure of the Issuing Bank would exceed such Issuing Bank consents Bank’s LC Commitment minus its LC Commitment Percentage of the Expected Total Commitment in its sole discretion, the expiration date effect for each day on any Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any which such Letter of Credit is to be outstanding or is issued under that occurs beyond such Maturity Date, provided, however, that, at the Revolving Facility Commitments request of the Borrower, an Issuing Bank may in its sole discretion permit any Letter of Credit to have an expiration date after the LC Termination Date by giving written notice of such permission to the Borrower, so long as upon the date of any Class after request of the date that is five Business Days prior to the Revolving Facility Maturity Date for such Class respective Issuing Bank the Borrower shall provide Cash Collateral pursuant to documentation reasonably satisfactory pay to the Administrative Agent and the relevant respective Issuing Bank in 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 face amount LC Exposure with respect to such Letter of each Credit, such cash and cash equivalents to be held as security for the obligations of the Borrower in respect of such Letter of Credit on or prior in a cash collateral account, and pursuant to the date that is five Business Days prior cash collateral arrangements, satisfactory to such Revolving Facility Maturity Date or, if later, such date of issuanceIssuing Bank.
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Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to (A) in the applicable case of any Revolving Letter of Credit, the Revolving Facility Maturity Date and (B) in the case of any Synthetic Letter of Credit, the Synthetic L/C Maturity Date; providedprovided , that any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each such twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelveat least 30 days prior to the then-month period to be agreed upon at the time applicable expiration date that such Letter of Credit is issuedwill not be renewed; provided, furtherprovided further , that if such the applicable Issuing Bank consents and the Administrative Agent each consent in its their sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause (ii) above, providedprovided , that if any such Letter of Credit is outstanding or the expiration date is issued under the Revolving Facility Commitments of any Class extended to a date after the date that is five Business Days prior to (A) in the case of any Revolving Letter of Credit, the Revolving Facility Maturity Date for such Class and (B) in the case of any Synthetic Letter of Credit, the Synthetic L/C Maturity Date the Borrower shall provide Cash Collateral cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to 105% of the face amount of each such Letter of Credit or provide a back-to-back letter of credit, in form and substance and from an issuing bank reasonably satisfactory to the relevant Issuing Bank, on or prior to the date that is five Business Days prior to such (A) in the case of any Revolving Letter of Credit, the Revolving Facility Maturity Date orand (B) in the case of any Synthetic Letter of Credit, if later, such date of issuancethe Synthetic L/C Maturity Date.
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Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Letter except as set forth below in respect of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter Collateralized Letters of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided, further, that if such Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days prior to the Revolving Facility Maturity Date for such Class (the “LC Expiration Date”); provided that any Letter of Credit may contain customary automatic renewal provisions agreed upon by the Borrower shall provide Cash Collateral and the applicable Issuing Bank pursuant to documentation reasonably satisfactory to which the Administrative Agent and the relevant Issuing Bank in an amount equal to the face amount expiration date of each such Letter of Credit shall automatically be extended for a period of up to 12 months (but not to a date later than the date set forth in clause (ii) above unless such Letter of Credit is renewed as a Collateralized Letter of Credit as provided below), 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. Any Letter of Credit may, with the consent of the Issuing Bank that issued such Letter of Credit (such consent to be in the sole discretion of such Issuing Bank), be a Collateralized Letter of Credit, and any Collateralized Letter of Credit may expire on any date following the LC Expiration Date. Any Letter of Credit that contains a customary automatic renewal provisions may, with the consent of the Issuing Bank that issued such Letter of Credit (such consent to be in the sole discretion of such Issuing Bank), provide for an extension of the expiration date thereof to a date following the LC Expiration Date if such Letter of Credit becomes a Collateralized Letter of Credit at least 15 Business Days (or such longer period as may be required by such Issuing Bank) prior to the latest date that is five Business Days upon which such Issuing Bank would be entitled to terminate such Letter of Credit prior to its automatic renewal pursuant to such Revolving Facility Maturity Date or, if later, such date of issuanceautomatic renewal provision.
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Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided, further, that if such Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class with an expiration date that is after the date that is five Business Days prior to the Revolving Facility Maturity Date for such Class the Borrower shall provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to the face amount of each such Letter of Credit on or prior to the date that is five Business Days prior to such Revolving Facility Maturity Date or, if later, such date of issuance.
Appears in 1 contract
Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on have a stated expiration date no later than the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) twelve months after the date of the issuance of such Letter of Credit (or, in the case of any extension of the expiration date thereof, one year (unless otherwise agreed upon whether automatic or by amendment, twelve months after the Borrower and the applicable Issuing Bank in their sole discretion) after then current expiration date of such renewal or extensionLetter of Credit) and (ii) the date that is five Business Days prior to the applicable Maturity Date for the Revolving Facility Maturity DateCredit Facility; provided, that if there exist any Incremental Revolving Commitments having a maturity date later than the Maturity Date for the Revolving Credit Facility (the “Subsequent Maturity Date”), then, so long as the aggregate L/C Obligations in respect of Letters of Credit expiring after the Maturity Date for the Revolving Credit Facility will not exceed the lesser of $50,000,000 and the aggregate amount of such Incremental Revolving Commitments, the applicable Borrower, or the Borrower Agent on its behalf, may request the issuance of a Letter of Credit with a that shall expire at or prior to the close of business on the earlier of (A) the date one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with after the date of the issuance of such Letter of Credit) by giving prior notice to Credit (or, in the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided, further, that if such Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments case of any Class renewal or extension thereof, one year after such renewal or extension) and (B) the date that is five Business Days prior to the Revolving Facility Subsequent Maturity Date. Notwithstanding the foregoing, any Letter of Credit issued hereunder may, in the sole discretion of the applicable L/C Issuer, expire after the fifth Business Day prior to the Maturity Date for the Revolving Credit Facility (or the Subsequent Maturity Date) but on or before the date that is 90 days after the Maturity Date for the Revolving Credit Facility (or the Subsequent Maturity Date); provided that each Borrower hereby agrees that it shall in the case of any such Class the Borrower shall Letter of Credit issued for its account provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank cash collateral in an amount equal to the face amount Minimum Collateral Amount in respect of each any such outstanding Letter of Credit on or prior to the date that is applicable L/C Issuer at least five Business Days prior to such Revolving Facility the Maturity Date orfor the Revolving Credit Facility (or the Subsequent Maturity Date), if laterwhich such amount shall be (A) deposited by the applicable Borrower in an account with and in the name of such L/C Issuer and (B) held by such L/C Issuer for the satisfaction of the applicable Xxxxxxxx’s reimbursement obligations in respect of such L/C Issuer until the expiration of such Letter of Credit. Any Letter of Credit issued with an expiration date beyond the fifth Business Day prior to the Maturity Date for the Revolving Credit Facility (or the Subsequent Maturity Date) shall, such date to the extent of issuanceany undrawn amount remaining thereunder on the Maturity Date for the Revolving Credit Facility (or the Subsequent Maturity Date), cease to be a “Letter of Credit” outstanding under this Agreement for purposes of the Revolving Credit Lenders’ obligations to participate in Letters of Credit pursuant to clause (e) below.
Appears in 1 contract
Samples: Credit Agreement (NCR Atleos, LLC)
Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to (A) in the applicable case of any Revolving Letter of Credit, the Revolving Facility Maturity Date and (B) in the case of any Synthetic Letter of Credit, the Synthetic L/C Maturity Date; provided, that any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each such twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelveat least 30 days prior to the then-month period to be agreed upon at the time applicable expiration date that such Letter of Credit is issuedwill not be renewed; provided, provided further, that if such the applicable Issuing Bank consents and the Administrative Agent each consent in its their sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or the expiration date is issued under the Revolving Facility Commitments of any Class extended to a date after the date that is five Business Days prior to (A) in the case of any Revolving Letter of Credit, the Revolving Facility Maturity Date for such Class and (B) in the case of any Synthetic Letter of Credit, the Synthetic L/C Maturity Date the applicable Borrower shall provide Cash Collateral cash collateral in the currency in which such Letter of Credit is denominated pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to 105% of the face amount of each such Letter of Credit or provide a back-to-back letter of credit, in form and substance and from an issuing bank reasonably satisfactory to the relevant Issuing Bank, on or prior to the date that is five Business Days prior to such (A) in the case of any Revolving Letter of Credit, the Revolving Facility Maturity Date orand (B) in the case of any Synthetic Letter of Credit, the Synthetic L/C Maturity Date or in each case, if later, such date of issuance.
Appears in 1 contract
Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower or the applicable Co-Borrower and the applicable Issuing Bank in their sole discretion) after the date of the 84 issuance of such Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower or the applicable Co-Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided, further, that if such Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days prior to the Revolving Facility Maturity Date for such Class the Borrower or the applicable Co-Borrower shall provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Collateral Agent and the relevant Issuing Bank in an amount equal to the face amount of each such Letter of Credit on or prior to the date that is five Business Days prior to such Revolving Facility Maturity Date or, if later, such date of issuance.
Appears in 1 contract
Samples: Incremental Assumption and Amendment Agreement (ADT Inc.)
Expiration Date. Each Standby Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Standby Letter of Credit (or, in the case of any renewal or extension thereof, one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after such renewal or extension) ), and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Standby Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Standby Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Standby Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Standby Letter of Credit is issued; , provided, further, that if such the Issuing Bank consents and the Administrative Agent each consent in its their sole discretion, the expiration date on any Standby Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, ; provided that (x) if any such Standby Letter of Credit is outstanding outstanding, or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days 30 days prior to the Revolving Facility Maturity Date for such Class Date, the Borrower shall provide Cash Collateral cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to 105% of the face amount of each such Standby Letter of Credit on or prior to the date that is five Business Days 30 days prior to such Revolving Facility the Maturity Date or, if later, such date of issuanceissuance and (y) each Revolving Facility Lender’s participation in any undrawn Letter of Credit that is outstanding on the Maturity Date shall terminate on the Maturity Date. Each Trade Letter of Credit shall expire on the earlier of (x) 180 days after such Trade Letter of Credit’s date of issuance or renewal or extension or (y) the date five Business Days prior to the Maturity Date.
Appears in 1 contract
Samples: Possession Credit Agreement (Verso Paper Holdings LLC)
Expiration Date. Each Standby Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable relevant Issuing Bank in their sole discretion) after the date of the issuance of such Standby Letter of Credit (or, in the case of any renewal or extension thereof, one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable relevant Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Scheduled Maturity Date; provided, that any Standby Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Standby Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Standby Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Standby Letter of Credit is issued; provided, further, that if such the Issuing Bank consents and the Administrative Agent each consent in its their sole discretion, the expiration date on any Standby Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that (x) if any such Standby Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days 30 days prior to the Revolving Facility Scheduled Maturity Date for such Class the Borrower shall provide Cash Collateral cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to 105% of the face amount of each such Standby Letter of Credit or provide a back-to-back letter of credit, in form and substance and from an issuing bank satisfactory to the relevant Issuing Bank on or prior to the date that is five Business Days 30 days prior to such Revolving Facility the Scheduled Maturity Date or, if later, such date of issuanceissuance and (y) each DIP ABL Lender’s participation in any undrawn Letter of Credit that is outstanding on the Scheduled Maturity Date shall terminate on the Scheduled Maturity Date.
Appears in 1 contract
Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Extended Revolving Facility Maturity Date; provided, that any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided, further, that if such Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days prior to the Revolving Facility Maturity Date for such Class the Borrower shall provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to the face amount of each such Letter of Credit on or prior to the date that is five Business Days prior to such Revolving Facility Maturity Date or, if later, such date of issuance.
Appears in 1 contract
Samples: Credit Agreement (Dave & Buster's Entertainment, Inc.)
Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower or the applicable Co-Borrower and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower or the applicable Co-Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no 83 event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided, further, that if such Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days prior to the Revolving Facility Maturity Date for such Class the Borrower or the applicable Co-Borrower shall provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Collateral Agent and the relevant Issuing Bank in an amount equal to the face amount of each such Letter of Credit on or prior to the date that is five Business Days prior to such Revolving Facility Maturity Date or, if later, such date of issuance.
Appears in 1 contract
Samples: Incremental Assumption and Amendment Agreement (ADT Inc.)
Expiration Date. Each Standby Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Standby Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five (5) Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided, further, that if such the Issuing Bank consents Banks and the Administrative Agent each consent in its their sole discretion, the expiration date on of any Standby Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, ; provided that (x) if any such Standby Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days thirty (30) days prior to the Revolving Facility Maturity Date for such Class Date, the Borrower shall (i) provide Cash Collateral cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to 103% of the face amount of each such Standby Letter of Credit on or prior to the date that is five Business Days thirty (30) days prior to such Revolving Facility the Maturity Date or, if later, such date of issuance, or (ii) backstop such Standby Letter of Credit pursuant to terms reasonably acceptable to the applicable Issuing Bank, and (y) each Revolving Lender’s participation in any undrawn Letter of Credit that is outstanding on the Maturity Date shall terminate on the Maturity Date. Each Trade Letter of Credit shall expire on the earlier of (A) 180 days after such Trade Letter of Credit’s date of issuance and (B) the date that is five Business Days prior to the Maturity Date. If the Borrower so requests in any applicable Standby Letter of Credit application (or the amendment of an outstanding Standby Letter of Credit), a Standby Letter of Credit with a one year tenor may provide for automatic extension thereof for additional one year periods (which in no event shall extend beyond the date referred to in clause (ii) of paragraph (c) above) so long as such Standby Letter of Credit permits the Issuing Banks to prevent any such extension at least once in each 12-month period (commencing with the date of issuance of such Standby Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such 12-month period to be agreed upon at the time such Standby 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 Revolving Lenders shall be deemed to have authorized (but may not require) the Issuing Bank to permit the extension of such Letter of Credit at any time to an expiration date not later than the date permitted pursuant to clause (ii) of paragraph (c) above; provided, that such Issuing Bank shall not (i) permit any such extension if (A) such Issuing Bank has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its extended form under the terms hereof (except that the expiration date may be extended to a date that is no more than one year from the then-current expiration date) or (B) it has received notice (which may be in writing or by telephone (if promptly confirmed in writing)) on or before the day that is seven (7) Business Days before the Non-Extension Notice Date from the Administrative Agent that the Required Revolving Lenders have elected not to permit such extension or (ii) be obligated to permit such extension if it has received notice (which may be in writing or by telephone (if promptly confirmed in writing)) on or before the day that is seven (7) Business Days before the Non- Extension Notice Date from the Administrative Agent, any Revolving Lender or the Borrower that one or more of the applicable conditions set forth in Section 4.02 is not then satisfied, and in each such case directing such Issuing Bank not to permit such extension.
Appears in 1 contract
Samples: Credit Agreement
Expiration Date. Each Standby Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Standby Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Standby Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Standby Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Standby Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Standby Letter of Credit is issued; provided, further, that if such the Issuing Bank consents and the Administrative Agent each consent in its their sole discretion, the expiration date on any Standby Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Standby Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days 30 days prior to the such Revolving Facility Maturity Date for such Class the Borrower shall provide Cash Collateral cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to [*]% of the face amount of each such Standby Letter of Credit on such date of issuance. Each Trade Letter of Credit shall expire on the earlier of (x) 180 days after such Trade Letter of Credit’s date of issuance or prior to (y) the date that is five Business Days prior to such the applicable Revolving Facility Maturity Date or, if later, such date of issuanceDate.
Appears in 1 contract
Samples: Credit Agreement (Norwegian Cruise Line Holdings Ltd.)