Common use of Issuance Procedure Clause in Contracts

Issuance Procedure. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 a.m. (New York time) on the third Business Day prior to the proposed issuance date of such Letter of Credit, by the requesting Borrower to the relevant Issuing Lender (or such shorter notice as shall be acceptable to such Issuing Lender), with a copy to the Administrative Agent, and the Administrative Agent shall give to each Lender prompt notice thereof by telecopier or email. Each such notice from the requesting Borrower (a “Notice of Issuance”) shall be by telecopier or email, confirmed promptly by hard copy, specifying therein the Issuing Lender and the requested date of issuance (which shall be a Business Day) of such Letter of Credit, its face amount and expiration date and the name and address of the beneficiary thereof, and shall attach the proposed form thereof (or such other information as shall be necessary to prepare such Letter of Credit). If requested by the applicable Issuing Lender, the requesting Borrower shall supply such application and agreement for letter of credit, in the form reasonably satisfactory to the relevant Issuing Lender, as the relevant Issuing Lender may require in connection with such requested Letter of Credit (“L/C Related Documents”) along with such other information reasonably related to the requested Letter of Credit. (ii) If the proposed Letter of Credit complies with the requirements of this Section 2.02, such Issuing Lender will, unless the Issuing Lender has received written notice from the Administrative Agent, that one or more of the applicable conditions set forth in Article IV shall not be satisfied, make such Letter of Credit available to the requesting Borrower as agreed with the requesting Borrower in connection with such issuance. In the event and to the extent that the provisions of any L/C Related Documents shall conflict with this Agreement, the provisions of this Agreement shall govern. (iii) Each Issuing Lender shall furnish (A) upon request of the Administrative Agent, copies of the Letters of Credit issued by it hereunder, and (B) to the Administrative Agent on the first Business Day of each fiscal quarter a written report setting forth the Letters of Credit issued in Alternate Currencies, solely for purposes of determining the Dollar Equivalent thereof.

Issuance Procedure. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 a.m. (New York time) on the third Business Day prior to the proposed issuance date of such Letter of Credit, by the requesting Borrower to the relevant Issuing Lender (or such shorter notice as shall be acceptable to such Issuing Lender), with a copy to the Administrative Agent, and the Administrative Agent shall give to each Lender prompt notice thereof by telecopier or email. Each such notice from the requesting Borrower (a “Notice of Issuance”) shall be by telecopier or email, confirmed promptly by hard copy, specifying therein the Issuing Lender and the requested date of issuance (which shall be a Business Day) of such Letter of Credit, its face amount and expiration date and the name and address of the beneficiary thereof, and shall attach the proposed form thereof (or such other information as shall be necessary to prepare such Letter of Credit). If requested by the applicable Issuing Lender, the requesting Borrower shall supply such application and agreement for letter of credit, in the form reasonably satisfactory to the relevant Issuing Lender, credit as the relevant Issuing Lender may require in connection with such requested Letter of Credit (“L/C Related Documents”) along with such other information reasonably related to the requested Letter of Credit). (ii) If the proposed Letter of Credit complies with the requirements of this Section 2.02, such Issuing Lender will, unless the Issuing Lender has received written notice from the Administrative AgentAgent at least one Business Day prior to the requested issuance, that one or more of the applicable conditions set forth in Article IV shall not be satisfied, make such Letter of Credit available to the requesting Borrower as agreed with the requesting Borrower in connection with such issuance. In the event and to the extent that the provisions of any L/C Related Documents shall conflict with this Agreement, the provisions of this Agreement shall govern. (iii) Each Issuing Lender shall furnish (A) upon request of the Administrative Agent, copies of the Letters of Credit issued by it hereunder, and (B) to the Administrative Agent on the first Business Day of each fiscal quarter a written report setting forth the Letters of Credit issued in Alternate Currencies, solely for purposes of determining the Dollar Equivalent thereof.

Issuance Procedure. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 a.m. (New York time) on (x) in the case of a Letter of Credit denominated in Dollars, the third Business Day prior to the proposed issuance date of such Letter of Credit or (y) in the case of a Letter of Credit denominated in an Alternate Currency, the fourth Business Day prior to the proposed issuance date of such Letter of Credit, by the requesting Borrower to the relevant Issuing Lender (or such shorter notice as shall be acceptable to such Issuing Lender), with a copy to the Administrative Agent, and the Administrative Agent shall give to each Lender prompt notice thereof by telecopier facsimile or email. Each such notice from the requesting Borrower (a “Notice of Issuance”) shall be by telecopier facsimile or email, confirmed promptly by hard copy, specifying therein the Issuing Lender and the requested date of issuance (which shall be a Business Day) of such Letter of Credit, its face amount and expiration date and the name and address of the beneficiary thereof, and shall attach the proposed form thereof (or such other information as shall be necessary to prepare such Letter of Credit). If requested by the applicable Issuing Lender, the requesting Borrower shall supply such application and agreement for letter of credit, in the form reasonably satisfactory to the relevant Issuing LenderXxxxxx, as the relevant Issuing Lender may require in connection with such requested Letter of Credit (“L/L/ C Related Documents”) along with such other information reasonably related to the requested Letter of Credit. (ii) If the proposed Letter of Credit complies with the requirements of this Section 2.02, such Issuing Lender will, unless the Issuing Lender Xxxxxx has received written notice from the Administrative Agent, that one or more of the applicable conditions set forth in Article IV shall not be satisfied, make such Letter of Credit available to the requesting Borrower as agreed with the requesting Borrower in connection with such issuance. In the event and to the extent that the provisions of any L/C Related Documents shall conflict with this Agreement, the provisions of this Agreement shall govern. (iii) Each Issuing Lender shall furnish (A) upon request of the Administrative Agent, copies of the Letters of Credit issued by it hereunderxxxxxxxxx, and (B) to the Administrative Agent on the first Business Day of each fiscal quarter a written report setting forth the Letters of Credit issued in Alternate Currencies, solely for purposes of determining the Dollar Equivalent thereof.

Issuance Procedure. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 a.m. (New York time) on the third Business Day prior to the proposed issuance date of such To request that an Issuing Bank issue a Letter of Credit, by the requesting Borrower at least three (3) Business Days prior to the relevant Issuing Lender date of the requested issuance (or such shorter notice period of time as such Issuing Bank may reasonably agree to in its sole discretion), the Borrower shall be acceptable deliver to such Issuing Lender), with Bank (x) a copy to the Administrative Agent, and the Administrative Agent shall give to each Lender prompt notice thereof by telecopier or email. Each such notice from the requesting Borrower (a “Notice of Issuance”) shall be by telecopier or email, confirmed promptly by hard copy, specifying therein the Issuing Lender and the requested date of issuance (which shall be a Business Day) of duly executed application for such Letter of CreditCredit substantially in such Issuing Bank’s customary form or in such other form as may be approved by the Borrower and such Issuing Bank or complete such other computerized issuance or application procedure, its face amount instituted from time to time by such Issuing Bank and expiration date agreed to by the Borrower (each, an “Application”), appropriately completed and the name and address signed by an Authorized Officer of the beneficiary thereofBorrower and including agreed-upon draft language for such Letter of Credit reasonably acceptable to the applicable Issuing Bank, in each case, completed to the reasonable satisfaction of such Issuing Bank, and shall attach the proposed form thereof (or y) such other information as shall be necessary such Issuing Bank may reasonably request in accordance with its customary letter of credit issuance procedures, including information that would permit such Issuing Bank to prepare such Letter of Credit)verify the beneficiary’s identity or to comply with any applicable law or regulations, including any Sanctions Laws and Regulations. If requested Upon the receipt by the applicable Issuing LenderBank of a properly completed and, if applicable, executed Application and any other reasonably requested information in accordance with the terms of the preceding sentence, such Issuing Bank will process such Application in accordance with its customary procedures and issue the requested Letter of Credit on the requested issuance date. In the event of any irreconcilable conflict between the terms and conditions of this Agreement and an Application, the provisions of this Agreement shall govern. Unless the applicable Issuing Bank has received notice from the Administrative Agent prior to the requested issuance that any of the conditions to issuance (whether set forth herein, in Section 4.3 or otherwise) have not been satisfied, the applicable Issuing Bank may assume that all such conditions have been satisfied. The Borrower requesting the issuance of any Letter of Credit may cancel such request to issue such Letter of Credit at any time prior to the actual issuance thereof by providing the applicable Issuing Bank with written notice thereof; provided, that, for the avoidance of doubt, the Borrower shall supply remain liable to such application Issuing Bank for all costs and agreement for letter of credit, expenses reasonably Incurred by such Issuing Bank in the form reasonably connection therewith. Unless cash collateralized in a manner satisfactory to the relevant Issuing Lender, as Bank or other arrangements satisfactory to the relevant Issuing Lender may require Bank (in connection such Issuing Bank’s sole discretion) with such requested respect thereto have been made as provided below and a later date is otherwise agreed to by the applicable Issuing Bank, each Letter of Credit shall have an expiration date no later than five (“L/C Related Documents”5) along with such other information reasonably related Business Days before the Revolving Commitment Termination Date. Each Issuing Bank that issues a Letter of Credit agrees to issue amendments to any Letter of Credit increasing its amount, or extending its expiration date, at the request of the Borrower, subject to the requested Letter conditions precedent set forth in Section 4.3 (which each Issuing Bank may assume are satisfied unless notified otherwise by the Administrative Agent in accordance with this Section 2.12(b)) and the other terms and conditions of Creditthis Section 2.12. (ii) If the proposed Borrower so requests in any applicable Application and, in any event, in the case of Letters of Credit with a one-year tenor, the relevant Issuing Bank may, in its sole discretion, agree to issue a Letter of Credit complies that has automatic extension provisions (each, an “Auto- Extension Letter of Credit”); provided that (A) any such Auto-Extension Letter of Credit must permit the Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the requirements date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued (and, unless an Event of Default is continuing, such Issuing Bank shall give such notice of non-extension to the beneficiary if so directed by the Borrower) and (B) the Issuing Bank will not permit the extension of any Letter of Credit that would result in the expiration date of such Letter of Credit being later than the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (unless such Letter of Credit is cash collateralized or other arrangements satisfactory to the relevant Issuing Bank in such Issuing Bank’s sole discretion) with respect thereto have been made as provided below and a later date is otherwise agreed to by the applicable Issuing Bank). Unless otherwise notified to the Borrower by the applicable Issuing Bank, the Borrower shall not be required to make a specific request to the Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than the earlier of (A) one year from the date of such issuance or an anniversary of any such extension and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (unless such Letter of Credit is cash collateralized or other arrangements satisfactory to the relevant Issuing Bank (in such Issuing Bank’s sole discretion) with respect thereto have been made as provided below and a later date is otherwise agreed to by the applicable Issuing Bank); provided that such Issuing Bank shall not permit any such extension if (x) such Issuing Bank has determined that it would have no obligation at such time to issue such Letter of Credit in its extended form under the terms hereof (by reason of the provisions of Section 2.12 or otherwise), or (y) it has received notice on or before the day that is two (2) Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this Section 2.022.12(b)(ii), such Issuing Lender will, unless the Issuing Lender has received written notice from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions set forth specified in Article IV shall Section 4.3 are not be then satisfied. Notwithstanding anything to the contrary herein, make any Letter of Credit (including an Auto-Extension Letter of Credit) may have an expiration date later than the date that is five (5) Business Days before the Revolving Commitment Termination Date, if (A) the Borrower requesting such Letter of Credit available shall provide, no later than the Revolving Commitment Termination Date, (x) cash collateral to the requesting Borrower as agreed with applicable Issuing Bank in an amount equal to 105% of the requesting Borrower undrawn face amount of such Letter of Credit or (y) a back-to-back letter of credit in connection with form and substance satisfactory to the applicable Issuing Bank (in its sole discretion) in an amount equal to 105% of the undrawn face amount of such issuance. In Letter of Credit from a bank or financial institution reasonably satisfactory to the applicable Issuing Bank) and which provides that such Issuing Bank may make a drawing thereunder in the event and to the extent that the provisions of any L/C Related Documents shall conflict with this Agreement, the provisions of this Agreement shall govern. (iii) Each such Issuing Lender shall furnish (A) upon request of the Administrative Agent, copies of the Letters Bank pays a drawing under such Letter of Credit issued by it hereunder, and or (B) other arrangements satisfactory to the Administrative Agent applicable Issuing Bank in its sole discretion shall have been made with respect to such Letter of Credit; provided, each Revolving Lender’s participation under Section 2.12(d) in any such Letter of Credit shall revert to such Issuing Bank on the first Business Day of each fiscal quarter a written report setting forth the Letters Revolving Commitment Termination Date, and no Revolving Lender shall be entitled to any Letter of Credit issued in Alternate Currencies, solely for purposes of determining fees pursuant to Section 3.1(b) on and after the Dollar Equivalent thereofRevolving Commitment Termination Date.

Issuance Procedure. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 a.m. (New York time) on the third Business Day prior to the proposed issuance date of such To request that an Issuing Bank issue a Letter of Credit, by the requesting Borrower at least three (3) Business Days prior to the relevant Issuing Lender date of the requested issuance (or such shorter notice period of time as such Issuing Bank may reasonably agree to in its sole discretion), the Borrower shall be acceptable deliver to such Issuing Lender), with Bank (x) a copy to the Administrative Agent, and the Administrative Agent shall give to each Lender prompt notice thereof by telecopier or email. Each such notice from the requesting Borrower (a “Notice of Issuance”) shall be by telecopier or email, confirmed promptly by hard copy, specifying therein the Issuing Lender and the requested date of issuance (which shall be a Business Day) of duly executed application for such Letter of CreditCredit substantially in such Issuing Bank’s customary form or in such other form as may be approved by the Borrower and such Issuing Bank or complete such other computerized issuance or application procedure, its face amount instituted from time to time by such Issuing Bank and expiration date agreed to by the Borrower (each, an “Application”), appropriately completed and the name and address signed by an Authorized Officer of the beneficiary thereofBorrower and including agreed-upon draft language for such Letter of Credit reasonably acceptable to the applicable Issuing Bank, in each case, completed to the reasonable satisfaction of such Issuing Bank, and shall attach the proposed form thereof (or y) such other information as shall be necessary such Issuing Bank may reasonably request in accordance with its customary letter of credit issuance procedures, including information that would permit such Issuing Bank to prepare such Letter of Credit)verify the beneficiary’s identity or to comply with any applicable law or regulations, including any Sanctions. If requested Upon the receipt by the applicable Issuing LenderBank of a properly completed and, if applicable, executed Application and any other reasonably requested information in accordance with the terms of the preceding sentence, such Issuing Bank will process such Application in accordance with its customary procedures and issue the requested Letter of Credit on the requested issuance date. In the event of any irreconcilable conflict between the terms and conditions of this Agreement and an Application, the provisions of this Agreement shall govern. Unless the applicable Issuing Bank has received notice from the Administrative Agent prior to the requested issuance that any of the conditions to issuance (whether set forth herein, in Section 4.2 or otherwise) have not been satisfied, the applicable Issuing Bank may assume that all such conditions have been satisfied. The Borrower requesting the issuance of any Letter of Credit may cancel such request to issue such Letter of Credit at any time prior to the actual issuance thereof by providing the applicable Issuing Bank with written notice thereof; provided, that, for the avoidance of doubt, the Borrower shall supply remain liable to such application Issuing Bank for all costs and agreement for letter of credit, expenses reasonably Incurred by such Issuing Bank in the form reasonably connection therewith. Unless cash collateralized in a manner satisfactory to the relevant Issuing Lender, as Bank or other arrangements satisfactory to the relevant Issuing Lender may require Bank (in connection such Issuing Bank’s sole discretion) with such requested respect thereto have been made as provided below and a later date is otherwise agreed to by the applicable Issuing Bank, each Letter of Credit shall have an expiration date no later than five (“L/C Related Documents”5) along with such other information reasonably related Business Days before the Commitment Termination Date. Each Issuing Bank that issues a Letter of Credit agrees to issue amendments to any Letter of Credit increasing its amount, or extending its expiration date, at the request of the Borrower, subject to the requested Letter conditions precedent set forth in Section 4.2 (which each Issuing Bank may assume are satisfied unless notified otherwise by the Administrative Agent in accordance with this Section 2.12(b)) and the other terms and conditions of Creditthis Section 2.12. (ii) If the proposed Borrower so requests in any applicable Application and, in any event, in the case of Letters of Credit with a one-year tenor, the relevant Issuing Bank may, in its sole discretion, agree to issue a Letter of Credit complies that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that (A) any such Auto-Extension Letter of Credit must permit the Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the requirements date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued (and, unless an Event of Default is continuing, such Issuing Bank shall give such notice of non-extension to the beneficiary if so directed by the Borrower) and (B) the Issuing Bank will not permit the extension of any Letter of Credit that would result in the expiration date of such Letter of Credit being later than the date that is five (5) Business Days prior to the Commitment Termination Date, unless such Letter of Credit is cash collateralized or other arrangements satisfactory to the relevant Issuing Bank (in such Issuing Bank’s sole discretion) with respect thereto have been made as provided below and a later date is otherwise agreed to by the applicable Issuing Bank. Unless otherwise notified to the Borrower by the applicable Issuing Bank, the Borrower shall not be required to make a specific request to the Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than the earlier of (A) one year from the date of such issuance or an anniversary of any such extension and (B) the date that is five (5) Business Days prior to the Commitment Termination Date (unless such Letter of Credit is cash collateralized or other arrangements satisfactory to the relevant Issuing Bank (in such Issuing Bank’s sole discretion) with respect thereto have been made as provided below and a later date is otherwise agreed to by the applicable Issuing Bank); provided that such Issuing Bank shall not permit any such extension if (x) such Issuing Bank has determined that it would have no obligation at such time to issue such Letter of Credit in its extended form under the terms hereof (by reason of the provisions of Section 2.12 or otherwise), or (y) it has received notice on or before the day that is two (2) Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this Section 2.022.12(b)(ii), such Issuing Lender will, unless the Issuing Lender has received written notice from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions set forth specified in Article IV shall Section 4.2 are not be then satisfied. Notwithstanding anything to the contrary herein, make any Letter of Credit (including an Auto-Extension Letter of Credit) may have an expiration date later than the date that is five (5) Business Days before the Commitment Termination Date, if (A) the Borrower requesting such Letter of Credit available shall provide, no later than the Commitment Termination Date, (x) cash collateral to the requesting Borrower as agreed with applicable Issuing Bank in an amount equal to 105% of the requesting Borrower undrawn face amount of such Letter of Credit or (y) a back-to-back letter of credit in connection with form and substance satisfactory to the applicable Issuing Bank (in its sole discretion) in an amount equal to 105% of the undrawn face amount of such issuance. In Letter of Credit from a bank or financial institution reasonably satisfactory to the applicable Issuing Bank and which provides that such Issuing Bank may make a drawing thereunder in the event and to the extent that the provisions of any L/C Related Documents shall conflict with this Agreement, the provisions of this Agreement shall govern. (iii) Each such Issuing Lender shall furnish (A) upon request of the Administrative Agent, copies of the Letters Bank pays a drawing under such Letter of Credit issued by it hereunder, and or (B) other arrangements satisfactory to the Administrative Agent applicable Issuing Bank in its sole discretion shall have been made with respect to such Letter of Credit; provided, each Lender’s participation under Section 2.12(d) in any such Letter of Credit shall revert to such Issuing Bank on the first Business Day of each fiscal quarter a written report setting forth the Letters Commitment Termination Date, and no Lender shall be entitled to any Letter of Credit issued in Alternate Currencies, solely for purposes of determining fees pursuant to Section 3.1(b) on and after the Dollar Equivalent thereofCommitment Termination Date.

Issuance Procedure. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 a.m. (New York time) on the third Business Day prior to the proposed issuance date of such To request that an Issuing Bank issue a Letter of Credit, by the requesting Borrower at least three (3) Business Days prior to the relevant Issuing Lender date of the requested issuance (or such shorter notice period of time as such Issuing Bank may reasonably agree to in its sole discretion), the Borrower shall be acceptable deliver to such Issuing Lender), with Bank (x) a copy to the Administrative Agent, and the Administrative Agent shall give to each Lender prompt notice thereof by telecopier or email. Each such notice from the requesting Borrower (a “Notice of Issuance”) shall be by telecopier or email, confirmed promptly by hard copy, specifying therein the Issuing Lender and the requested date of issuance (which shall be a Business Day) of duly executed application for such Letter of CreditCredit substantially in such Issuing Bank’s customary form or in such other form as may be approved by the Borrower and such Issuing Bank or complete such other computerized issuance or application procedure, its face amount instituted from time to time by such Issuing Bank and expiration date agreed to by the Borrower (each, an “Application”), appropriately completed and the name and address signed by an Authorized Officer of the beneficiary thereofBorrower and including agreed-upon draft language for such Letter of Credit reasonably acceptable to the applicable Issuing Bank, in each case, completed to the reasonable satisfaction of such Issuing Bank, and shall attach the proposed form thereof (or y) such other information as shall be necessary such Issuing Bank may reasonably request in accordance with its customary letter of credit issuance procedures, including information that would permit such Issuing Bank to prepare such Letter of Credit)verify the beneficiary’s identity or to comply with any applicable law or regulations, including any Sanctions Laws and Regulations. If requested Upon the receipt by the applicable Issuing LenderBank of a properly completed and, if applicable, executed Application and any other reasonably requested information in accordance with the terms of the preceding sentence, such Issuing Bank will process such Application in accordance with its customary procedures and issue the requested Letter of Credit on the requested issuance date. In the event of any irreconcilable conflict between the terms and conditions of this Agreement and an Application, the provisions of this Agreement shall govern. Unless the applicable Issuing Bank has received notice from the Administrative Agent prior to the requested issuance that any of the conditions to issuance (whether set forth herein, in Section 4.2 or otherwise) have not been satisfied, the applicable Issuing Bank may assume that all such conditions have been satisfied. The Borrower requesting the issuance of any Letter of Credit may cancel such request to issue such Letter of Credit at any time prior to the actual issuance thereof by providing the applicable Issuing Bank with written notice thereof; provided, that, for the avoidance of doubt, the Borrower shall supply remain liable to such application Issuing Bank for all costs and agreement for letter of credit, expenses reasonably Incurred by such Issuing Bank in the form reasonably connection therewith. Unless cash collateralized in a manner satisfactory to the relevant Issuing Lender, as Bank or other arrangements satisfactory to the relevant Issuing Lender may require Bank (in connection such Issuing Bank’s sole discretion) with such requested respect thereto have been made as provided below and a later date is otherwise agreed to by the applicable Issuing Bank, each Letter of Credit shall have an expiration date no later than five (“L/C Related Documents”5) along with such other information reasonably related Business Days before the Revolving Commitment Termination Date. Each Issuing Bank that issues a Letter of Credit agrees to issue amendments to any Letter of Credit increasing its amount, or extending its expiration date, at the request of the Borrower, subject to the requested Letter conditions precedent set forth in Section 4.2 (which each Issuing Bank may assume are satisfied unless notified otherwise by the Administrative Agent in accordance with this Section 2.12(b)) and the other terms and conditions of Creditthis Section 2.12. (ii) If the proposed Borrower so requests in any applicable Application and, in any event, in the case of Letters of Credit with a one-year tenor, the relevant Issuing Bank may, in its sole discretion, agree to issue a Letter of Credit complies that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that (A) any such Auto-Extension Letter of Credit must permit the Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the requirements date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued (and, unless an Event of Default is continuing, such Issuing Bank shall give such notice of non-extension to the beneficiary if so directed by the Borrower) and (B) the Issuing Bank will not permit the extension of any Letter of Credit that would result in the expiration date of such Letter of Credit being later than the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (unless such Letter of Credit is cash collateralized or other arrangements satisfactory to the relevant Issuing Bank in such Issuing Bank’s sole discretion) with respect thereto have been made as provided below and a later date is otherwise agreed to by the applicable Issuing Bank). Unless otherwise notified to the Borrower by the applicable Issuing Bank, the Borrower shall not be required to make a specific request to the Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than the earlier of (A) one year from the date of such issuance or an anniversary of any such extension and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (unless such Letter of Credit is cash collateralized or other arrangements satisfactory to the relevant Issuing Bank (in such Issuing Bank’s sole discretion) with respect thereto have been made as provided below and a later date is otherwise agreed to by the applicable Issuing Bank); provided that such Issuing Bank shall not permit any such extension if (x) such Issuing Bank has determined that it would have no obligation at such time to issue such Letter of Credit in its extended form under the terms hereof (by reason of the provisions of Section 2.12 or otherwise), or (y) it has received notice on or before the day that is two (2) Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this Section 2.022.12(b)(ii), such Issuing Lender will, unless the Issuing Lender has received written notice from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions set forth specified in Article IV shall Section 4.2 are not be then satisfied. Notwithstanding anything to the contrary herein, make any Letter of Credit (including an Auto-Extension Letter of Credit) may have an expiration date later than the date that is five (5) Business Days before the Revolving Commitment Termination Date, if (A) the Borrower requesting such Letter of Credit available shall provide, no later than the Revolving Commitment Termination Date, (x) cash collateral to the requesting Borrower as agreed with applicable Issuing Bank in an amount equal to 105% of the requesting Borrower undrawn face amount of such Letter of Credit or (y) a back-to-back letter of credit in connection with form and substance satisfactory to the applicable Issuing Bank (in its sole discretion) in an amount equal to 105% of the undrawn face amount of such issuance. In Letter of Credit from a bank or financial institution reasonably satisfactory to the applicable Issuing Bank) and which provides that such Issuing Bank may make a drawing thereunder in the event and to the extent that the provisions of any L/C Related Documents shall conflict with this Agreement, the provisions of this Agreement shall govern. (iii) Each such Issuing Lender shall furnish (A) upon request of the Administrative Agent, copies of the Letters Bank pays a drawing under such Letter of Credit issued by it hereunder, and or (B) other arrangements satisfactory to the Administrative Agent applicable Issuing Bank in its sole discretion shall have been made with respect to such Letter of Credit; provided, each Revolving Lender’s participation under Section 2.12(d) in any such Letter of Credit shall revert to such Issuing Bank on the first Business Day of each fiscal quarter a written report setting forth the Letters Revolving Commitment Termination Date, and no Revolving Lender shall be entitled to any Letter of Credit issued in Alternate Currencies, solely for purposes of determining fees pursuant to Section 3.1(b) on and after the Dollar Equivalent thereofRevolving Commitment Termination Date.