Common use of Provisions Related to Extended Revolving Commitments Clause in Contracts

Provisions Related to Extended Revolving Commitments. If the L/C Expiration Date in respect of any Class of Revolving Commitments occurs prior to the expiry date of any Letter of Credit, then (a) if consented to by the Issuing Bank which issued such Letter of Credit, if one or more other Classes of Revolving Commitments in respect of which the L/C Expiration Date shall not have so occurred are then in effect, such Letters of Credit for which consent has been obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Sections 2.03(3) and (4)) under (and ratably participated in by Revolving Lenders pursuant to) the Revolving Commitments in respect of such non-terminating Classes up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (b) to the extent not reallocated pursuant to immediately preceding clause (a) and unless provisions reasonably satisfactory to the applicable Issuing Bank for the treatment of such Letter of Credit as a letter of credit under a successor credit facility have been agreed upon, the Borrower shall, on or prior to the applicable Maturity Date, cause all such Letters of Credit to be replaced and returned to the applicable Issuing Bank undrawn and marked “cancelled” or to the extent that the Borrower is unable to so replace and return any Letter(s) of Credit, such Letter(s) of Credit shall be backstopped by a “back to back” letter of credit reasonably satisfactory to the applicable Issuing Bank or the Borrower shall Cash Collateralize any such Letter of Credit in accordance with Section 2.03(7).

Appears in 15 contracts

Samples: Credit Agreement (Life Time Group Holdings, Inc.), Credit Agreement (Life Time Group Holdings, Inc.), Credit Agreement (WideOpenWest, Inc.)

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Provisions Related to Extended Revolving Commitments. If the L/C Expiration Revolving Facility Maturity Date in respect of any Class tranche of Revolving Commitments occurs prior to the expiry date expiration of any Letter of CreditCredit with respect to which Lenders holding such Revolving Commitments hold participation interests, then (ai) if consented to by the Issuing Bank which issued such Letter of Credit, if one or more other Classes tranches of Revolving Commitments in respect of which the L/C Expiration Revolving Facility Maturity Date shall not have so occurred are then in effect, such Letters of Credit for which consent has been obtained automatically shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Sections 2.03(3Section 2.02(d) or (e) and (4for any reallocations required pursuant to Section 2.26(d)(i)) under (and ratably participated in by Revolving Lenders pursuant to) the Revolving Commitments in respect of such non-terminating Classes tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Unused Total Revolving Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (bii) to the extent not reallocated pursuant to the immediately preceding clause (a) and unless provisions reasonably satisfactory to the applicable Issuing Bank for the treatment of such Letter of Credit as a letter of credit under a successor credit facility have been agreed uponi), the Borrower shall, on or prior to the applicable Maturity Date, cause all such Letters of Credit to be replaced and returned to the applicable Issuing Bank undrawn and marked “cancelled” or to the extent that the Borrower is unable to so replace and return any Letter(s) of Credit, such Letter(s) of Credit shall be backstopped by a “back to back” letter of credit reasonably satisfactory to the applicable Issuing Bank or the Borrower shall Cash Collateralize any such Letter of Credit in accordance with Section 2.03(72.02(j). For the avoidance of doubt, commencing with the Revolving Facility Maturity Date of any tranche of Revolving Commitments, the sublimit for Letters of Credit under any tranche of Revolving Commitments that has not so then matured shall be as agreed in the relevant Extension Amendment with such Revolving Lenders (to the extent such Extension Amendment so provides).

Appears in 7 contracts

Samples: Credit and Guaranty Agreement (American Airlines, Inc.), Security Agreement (American Airlines Inc), Credit Agreement (American Airlines Inc)

Provisions Related to Extended Revolving Commitments. If the L/C Expiration Date in respect of any Class of Revolving Commitments occurs prior to the expiry date of any Letter of Credit, then (a) if consented to by the Issuing Bank which issued such Letter of Credit, if one or more other Classes of Revolving Commitments in respect of which the L/C Expiration Date shall not have so occurred are then in effect, such Letters of Credit for which consent has been obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Sections 2.03(3) and (4)) under (and ratably participated in by Revolving Lenders pursuant to) the Revolving Commitments in respect of such non-terminating Classes up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (b) to the extent not reallocated pursuant to immediately preceding clause (a) and unless provisions reasonably satisfactory to the applicable Issuing Bank for the treatment of such Letter of Credit as a letter of credit under a successor credit facility have been agreed upon, the Borrower shall, on or prior to the applicable Maturity Date, cause all such Letters of Credit to be replaced and returned to the applicable Issuing Bank undrawn and marked “cancelled” or to the extent that the Borrower is unable to so replace and return any Letter(s) of Credit, such Letter(s) of Credit shall be backstopped by a “back to back” letter of credit reasonably satisfactory to the applicable Issuing Bank or the Borrower shall Cash Collateralize any such Letter of Credit in accordance with Section 2.03(7).

Appears in 5 contracts

Samples: First Lien Credit Agreement (Convey Health Solutions Holdings, Inc.), First Lien Credit Agreement (Convey Holding Parent, Inc.), Credit Agreement (Convey Holding Parent, Inc.)

Provisions Related to Extended Revolving Commitments. If the L/C Letter of Credit Expiration Date in respect of any Class of Revolving Commitments occurs prior to the expiry date of any Letter of Credit, then (ai) if consented to by the Issuing Bank such L/C Issuer which issued such Letter of Credit, if one or more other Classes of Revolving Commitments under which Letters of Credit are issued in respect of which the L/C Letter of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit for which consent of the respective L/C Issuer has been obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Sections 2.03(32.3(d) and (4e)) under (and ratably participated in by Revolving Lenders pursuant to) the Revolving Commitments in respect of such non-terminating Classes up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (bii) to the extent not reallocated pursuant to immediately preceding clause (ai) and unless provisions reasonably satisfactory to the applicable Issuing Bank L/C Issuer for the treatment of such Letter of Credit as a letter of credit under a successor credit facility have been agreed upon, the Borrower shall, on or prior to the applicable Maturity Date, cause all such Letters of Credit to be replaced and returned to the applicable Issuing Bank L/C Issuer undrawn and marked “cancelled” or to the extent that the Borrower is unable to so replace and return any Letter(s) of Credit, such Letter(s) of Credit shall be backstopped secured by a “back to back” letter of credit reasonably satisfactory to the applicable Issuing Bank L/C Issuer or the Borrower shall provide Cash Collateralize Collateral for any such Letter of Credit. Commencing with the Maturity Date of any Class of Revolving Commitments, the sublimit for Letters of Credit in accordance shall be agreed solely with Section 2.03(7)such L/C Issuer; provided that, at the request of the Borrower, the Letter of Credit Sublimit immediately following such Maturity Date shall be no less than the Letter of Credit Sublimit immediately prior to such Maturity Date multiplied by a fraction, the numerator of which is the aggregate amount of the Revolving Commitments immediately following such Maturity Date and the denominator of which is the aggregate amount of the Revolving Commitments immediately prior to such Maturity Date.

Appears in 4 contracts

Samples: Credit and Guaranty Agreement (Concordia International Corp.), Pledge and Security Agreement (Lannett Co Inc), Credit and Guaranty Agreement (Concordia Healthcare Corp.)

Provisions Related to Extended Revolving Commitments. If If, after the L/C Expiration Date date hereof, there shall be more than one tranche of Revolving Commitments, and if the maturity date in respect of any Class tranche of Revolving Commitments occurs prior to the expiry date expiration of any Letter of Credit, then (ai) if consented to by the Issuing Bank which issued such Letter of Credit, if one or more other Classes tranches of Revolving Commitments in respect of which the L/C Expiration Date maturity date shall not have so occurred are then in effect, such Letters of Credit for which consent has been obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Sections 2.03(3) and (4Section 2.05(c)) under (and ratably participated in by Revolving Lenders pursuant to) the Revolving Commitments in respect of such non-terminating Classes tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (bii) to the extent not reallocated pursuant to immediately preceding clause (a) and unless provisions reasonably satisfactory to the applicable Issuing Bank for the treatment of such Letter of Credit as a letter of credit under a successor credit facility have been agreed uponi), the Borrower shall, on or prior to the applicable Maturity Date, cause all such Letters of Credit to be replaced and returned to the applicable Issuing Bank undrawn and marked “cancelled” or to the extent that the Borrower is unable to so replace and return any Letter(s) of Credit, such Letter(s) of Credit shall be backstopped by a “back to back” letter of credit reasonably satisfactory to the applicable Issuing Bank or the Borrower shall Cash Collateralize any such Letter of Credit in accordance with Section 2.03(7)2.05(c) or otherwise backstop such Letter of Credit on terms reasonably satisfactory to the applicable Issuing Bank. If, for any reason, such Cash Collateral is not provided or the reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a maturity date with respect to a given tranche of Revolving Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such maturity date. Commencing with the maturity date of any tranche of Revolving Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranches.

Appears in 4 contracts

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

Provisions Related to Extended Revolving Commitments. If the L/C Letter of Credit Expiration Date in respect of any Class of Revolving Commitments occurs prior to the expiry date of any Letter of Credit, then (ai) if consented to by the Issuing Bank such L/C Issuer which issued such Letter of Credit, if one or more other Classes of Revolving Commitments under which Letters of Credit are issued in respect of which the L/C Letter of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit for which consent of the respective L/C Issuer has been obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Sections 2.03(32.04(d) and (4e)) under (and ratably participated in by Revolving Lenders pursuant to) the Revolving Commitments in respect of such non-terminating Classes up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (bii) to the extent not reallocated pursuant to immediately preceding clause (ai) and unless provisions reasonably satisfactory to the applicable Issuing Bank L/C Issuer for the treatment of such Letter of Credit as a letter of credit under a successor credit facility have been agreed upon, the Borrower shall, on or prior to the applicable Maturity Date, cause all such Letters of Credit to be replaced and returned to the applicable Issuing Bank L/C Issuer undrawn and marked “cancelled” or to the extent that the Borrower is unable to so replace and return any Letter(s) of Credit, such Letter(s) of Credit shall be backstopped secured by a “back to back” letter of credit reasonably satisfactory to the applicable Issuing Bank L/C Issuer or the Borrower shall provide Cash Collateralize Collateral for any such Letter of Credit. Commencing with the Maturity Date of any Class of Revolving Commitments, the sublimit for Letters of Credit in accordance shall be agreed solely with Section 2.03(7)such L/C Issuer; provided that, at the request of the Borrower, the Letter of Credit Sublimit immediately following such Maturity Date shall be no less than the Letter of Credit Sublimit immediately prior to such Maturity Date multiplied by a fraction, the numerator of which is the aggregate amount of the Revolving Commitments immediately following such Maturity Date and the denominator of which is the aggregate amount of the Revolving Commitments immediately prior to such Maturity Date.

Appears in 4 contracts

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

Provisions Related to Extended Revolving Commitments. If the L/C Expiration Date maturity date shall have occurred in respect of any Class of Revolving Commitments occurs prior at a time when another Class or Classes of Revolving Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swing Loans shall be repaid in full on such date (and there shall be no adjustment to the expiry participations in such Swing Loans as a result of the occurrence of such maturity date); provided, however, that if on the occurrence of such earliest maturity date (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of CreditCredit participations as contemplated in Section 2.05(o)), there shall exist sufficient unutilized extended Revolving Commitments so that the respective outstanding Swing Loans could be incurred pursuant the extended Revolving Commitments which will remain in effect after the occurrence of such maturity date, then (a) if consented to by the Issuing Bank which issued Swing Line Lender, there shall be an automatic adjustment on such Letter date of Credit, if one or more other Classes of Revolving Commitments the participations in respect of which the L/C Expiration Date such Swing Loans and same shall not have so occurred are then in effect, such Letters of Credit for which consent has been obtained shall automatically be deemed to have been issued (including for purposes incurred solely pursuant to the relevant extended Revolving Commitments, and such Swing Loans shall not be so required to be repaid in full on such earliest maturity date. For the avoidance of doubt, the commitment of the obligations of Swing Line Lender to act in its capacity as such cannot be extended beyond the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Sections 2.03(3) and (4)) under (and ratably participated in by Revolving Lenders pursuant to) the Revolving Commitments in respect of such non-terminating Classes up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (b) to the extent not reallocated pursuant to immediately preceding clause (a) and unless provisions reasonably satisfactory to the applicable Issuing Bank for the treatment of such Letter of Credit as a letter of credit under a successor credit facility have been agreed upon, the Borrower shall, on Maturity Date or increased without its prior to the applicable Maturity Date, cause all such Letters of Credit to be replaced and returned to the applicable Issuing Bank undrawn and marked “cancelled” or to the extent that the Borrower is unable to so replace and return any Letter(s) of Credit, such Letter(s) of Credit shall be backstopped by a “back to back” letter of credit reasonably satisfactory to the applicable Issuing Bank or the Borrower shall Cash Collateralize any such Letter of Credit in accordance with Section 2.03(7).written consent

Appears in 3 contracts

Samples: Credit Agreement (American Public Education Inc), Credit Agreement (Atlas Technical Consultants, Inc.), Credit Agreement (Atlas Technical Consultants, Inc.)

Provisions Related to Extended Revolving Commitments. If the L/C Expiration Maturity Date shall have occurred in respect of any Class of Revolving Commitments occurs prior to (the expiry date “Expiring Credit Commitment”) at a time when another Class or Classes of any Letter of CreditRevolving Commitments is or are in effect with a later Maturity Date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then (a) with respect to each outstanding Swing Line Loan, if consented to by the Issuing Bank which issued applicable Swing Line Lender, on the earliest occurring Maturity Date such Letter of Credit, if one Swing Line Loan shall be deemed reallocated to the Class or more other Classes of Revolving the Non-Expiring Credit Commitments in respect of which the L/C Expiration Date shall not have so occurred are then in effect, such Letters of Credit for which consent has been obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Sections 2.03(3) and (4)) under (and ratably participated in by Revolving Lenders pursuant to) the Revolving Commitments in respect of such non-terminating Classes up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Commitments thereunder at such time (it being understood on a pro rata basis; provided that no partial face amount of any Letter of Credit may be so reallocated) and (b) to the extent not reallocated pursuant to immediately preceding clause (a) and unless provisions reasonably satisfactory to the applicable Issuing Bank for the treatment of such Letter of Credit as a letter of credit under a successor credit facility have been agreed upon, the Borrower shall, on or prior to the applicable Maturity Date, cause all such Letters of Credit to be replaced and returned to the applicable Issuing Bank undrawn and marked “cancelled” or to the extent that the Borrower is unable amount of such reallocation would cause the aggregate credit exposure to so replace exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation (after giving effect to any repayments of Revolving Loans and return any Letter(s) reallocation of Credit, such Letter(s) Letter of Credit participations as contemplated in Section 2.03(12)) the amount of Swing Line Loans to be reallocated equal to such excess shall be backstopped by repaid and (b) notwithstanding the foregoing, if a “back to back” letter of credit reasonably satisfactory to the applicable Issuing Bank or Default has occurred and is continuing, the Borrower shall Cash Collateralize any such Letter still be obligated to pay Swing Line Loans allocated to the Revolving Lenders holding the Expiring Credit Commitments at the Maturity Date of the Expiring Credit in accordance with Section 2.03(7)Commitment or if the Loans have been accelerated prior to the Maturity Date of the Expiring Credit Commitment.

Appears in 3 contracts

Samples: First Lien Credit Agreement (Convey Health Solutions Holdings, Inc.), First Lien Credit Agreement (Convey Health Solutions Holdings, Inc.), First Lien Credit Agreement (Convey Holding Parent, Inc.)

Provisions Related to Extended Revolving Commitments. If the L/C Expiration Maturity Date shall have occurred in respect of any Class of Revolving Commitments occurs prior to (the expiry date “Expiring Credit Commitment”) at a time when another Class or Classes of any Letter of CreditRevolving Commitments is or are in effect with a later Maturity Date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then (a) with respect to each outstanding Swing Line Loan, if consented to by the Issuing Bank which issued applicable Swing Line Lender, on the earliest occurring Maturity Date such Letter of Credit, if one Swing Line Loan shall be deemed reallocated to the Class or more other Classes of Revolving the Non-Expiring Credit Commitments in respect of which the L/C Expiration Date shall not have so occurred are then in effect, such Letters of Credit for which consent has been obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Sections 2.03(3) and (4)) under (and ratably participated in by Revolving Lenders pursuant to) the Revolving Commitments in respect of such non-terminating Classes up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Commitments thereunder at such time (it being understood on a pro rata basis; provided that no partial face amount of any Letter of Credit may be so reallocated) and (b) to the extent not reallocated pursuant to immediately preceding clause (a) and unless provisions reasonably satisfactory to the applicable Issuing Bank for the treatment of such Letter of Credit as a letter of credit under a successor credit facility have been agreed upon, the Borrower shall, on or prior to the applicable Maturity Date, cause all such Letters of Credit to be replaced and returned to the applicable Issuing Bank undrawn and marked “cancelled” or to the extent that the Borrower is unable amount of such reallocation would cause the aggregate credit exposure to so replace exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation (after giving effect to any repayments of Revolving Loans and return any Letter(s) reallocation of Credit, such Letter(s) Letter of Credit participations as contemplated in Section 2.03(13)) the amount of Swing Line Loans to be reallocated equal to such excess shall be backstopped by repaid and (b) notwithstanding the foregoing, if a “back to back” letter of credit reasonably satisfactory to the applicable Issuing Bank or Default has occurred and is continuing, the Borrower shall Cash Collateralize any such Letter still be obligated to pay Swing Line Loans allocated to the Revolving Lenders holding the Expiring Credit Commitments at the Maturity Date of the Expiring Credit in accordance with Section 2.03(7)Commitment or if the Loans have been accelerated prior to the Maturity Date of the Expiring Credit Commitment.

Appears in 3 contracts

Samples: Credit Agreement (Ensemble Health Partners, Inc.), Credit Agreement (Cushman & Wakefield PLC), Credit Agreement (Cushman & Wakefield PLC)

Provisions Related to Extended Revolving Commitments. If the L/C Expiration Date maturity date in respect of any Class tranche of Revolving Commitments occurs prior to the expiry date expiration of any Letter of Credit, then (ai) if consented to by the Issuing Bank which issued such Letter of Credit, if one or more other Classes tranches of Revolving Commitments in respect of which the L/C Expiration Date maturity date shall not have so occurred are then in effect, such Letters of Credit for which consent has been obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Sections 2.03(3) and (4Section 2.05(c)) under (and ratably participated in by Revolving Lenders pursuant to) the Revolving Commitments in respect of such non-terminating Classes tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocatedreallocated and no Letter of Credit denominated in an Alternative Currency may be reallocated to Revolving Commitments that do not permit Borrowings in such currency) and (bii) to the extent not reallocated pursuant to immediately preceding clause (a) and unless provisions reasonably satisfactory to the applicable Issuing Bank for the treatment of such Letter of Credit as a letter of credit under a successor credit facility have been agreed uponi), the Borrower shall, on or prior to the applicable Maturity Date, cause all such Letters of Credit to be replaced and returned to the applicable Issuing Bank undrawn and marked “cancelled” or to the extent that the Borrower is unable to so replace and return any Letter(s) of Credit, such Letter(s) of Credit shall be backstopped by a “back to back” letter of credit reasonably satisfactory to the applicable Issuing Bank or the Borrower shall Cash Collateralize any such Letter of Credit in accordance with Section 2.03(7)2.05(c) or otherwise backstop such Letter of Credit on terms reasonably satisfactory to the Issuing Bank. If, for any reason, such Cash Collateral is not provided or the reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a maturity date with respect to a given tranche of Revolving Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such maturity date. Commencing with the maturity date of any tranche of Revolving Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranches.

Appears in 3 contracts

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

Provisions Related to Extended Revolving Commitments. If the L/C Expiration Date maturity date in respect of any Class tranche of Multicurrency Revolving Commitments occurs prior to the expiry date expiration of any Multicurrency Letter of Credit, or any tranche of U.S. Revolving Commitments occurs prior to the expiration of any U.S. Letter of Credit, then (ai) if consented to by the Issuing Bank which issued such Letter of Credit, if one or more other Classes tranches of Revolving Commitments in respect of which the L/C Expiration Date maturity date shall not have so occurred are then in effect, such Letters of Credit for which consent has been obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Sections 2.03(3) and (4Section 2.05(d)) under (and ratably participated in by Revolving Lenders pursuant to) the Revolving Commitments in respect of such non-terminating Classes tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocatedreallocated and no Letter of Credit denominated in an Alternative Currency may be reallocated to Revolving Commitments that do not permit Borrowings in such currency) and (bii) to the extent not reallocated pursuant to immediately preceding clause (a) and unless provisions reasonably satisfactory to the applicable Issuing Bank for the treatment of such Letter of Credit as a letter of credit under a successor credit facility have been agreed uponi), the Borrower shall, on or prior to the applicable Maturity Date, cause all such Letters of Credit to be replaced and returned to the applicable Issuing Bank undrawn and marked “cancelled” or to the extent that the Borrower is unable to so replace and return any Letter(s) of Credit, such Letter(s) of Credit shall be backstopped by a “back to back” letter of credit reasonably satisfactory to the applicable Issuing Bank or the Borrower shall Cash Collateralize any such Letter of Credit in accordance with Section 2.03(7)2.05(c) or otherwise backstop such Letter of Credit on terms reasonably satisfactory to the Issuing Bank. If, for any reason, such Cash Collateral is not provided or the reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a maturity date with respect to a given tranche of Revolving Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such maturity date. Commencing with the maturity date of any tranche of Revolving Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranches.

Appears in 3 contracts

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

Provisions Related to Extended Revolving Commitments. If the L/C Expiration Date maturity date in respect of any Class of Revolving Commitments occurs prior to the expiry date expiration of any Letter of Credit, then (ai) if consented to by the Issuing Bank which issued such Letter of Credit, if one or more other Classes of Revolving Commitments in respect of which the L/C Expiration Date maturity date shall not have so occurred are then in effect, such Letters of Credit for which consent has been obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Sections 2.03(3) and (4)this Section 2.05) under (and ratably participated in by Revolving Lenders pursuant to) the Revolving Commitments in respect of such non-terminating Classes up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (bii) to the extent not reallocated pursuant to immediately preceding clause (a) and unless provisions reasonably satisfactory to the applicable Issuing Bank for the treatment of such Letter of Credit as a letter of credit under a successor credit facility have been agreed uponi), the Borrower shall, on or prior to the applicable Maturity Date, cause all such Letters of Credit to be replaced and returned to the applicable Issuing Bank undrawn and marked “cancelled” or to the extent that the Borrower is unable to so replace and return any Letter(s) of Credit, such Letter(s) of Credit shall be backstopped by a “back to back” letter of credit reasonably satisfactory to the applicable Issuing Bank or the Borrower shall Cash Collateralize cash collateralize any such Letter of Credit in accordance with Section 2.03(7)the terms hereof. If, for any reason, such cash collateral is not provided or the reallocation does not occur, the Revolving Lenders under the maturing Class shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a maturity date with respect to a given Class of Revolving Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such maturity date. Commencing with the maturity date of any Class of Revolving Commitments, the sub-limit for Letters of Credit shall be agreed with the Revolving Lenders under the extended Classes. For the avoidance of doubt, notwithstanding anything contained herein, the commitment of any Issuing Bank to act in its capacity as such cannot be extended beyond the Revolving Maturity Date or increased without its prior written consent.

Appears in 3 contracts

Samples: Credit Agreement (American Public Education Inc), Credit Agreement (Atlas Technical Consultants, Inc.), Credit Agreement (Atlas Technical Consultants, Inc.)

Provisions Related to Extended Revolving Commitments. If the L/C Expiration Date maturity date in respect of any Class tranche of Tranche A Revolving Commitments occurs prior to the expiry date expiration of any Letter of Credit, then (ai) if consented to by the Issuing Bank which issued such Letter of Credit, if one or more other Classes tranches of Tranche A Revolving Commitments in respect of which the L/C Expiration Date maturity date shall not have so occurred are then in effect, such Letters of Credit for which consent has been obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Tranche A Revolving Loans and payments in respect thereof pursuant to Sections 2.03(3) and (4Section 2.17(e)) under (and ratably participated in by Revolving Lenders pursuant to) the Tranche A Revolving Commitments in respect of such non-terminating Classes tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Tranche A Revolving Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (bii) to the extent not reallocated pursuant to immediately preceding clause (a) and unless provisions reasonably satisfactory to the applicable Issuing Bank for the treatment of such Letter of Credit as a letter of credit under a successor credit facility have been agreed uponi), the Borrower shall, on or prior to the applicable Maturity Date, cause all such Letters of Credit to be replaced and returned to the applicable Issuing Bank undrawn and marked “cancelled” or to the extent that the Borrower is unable to so replace and return any Letter(s) of Credit, such Letter(s) of Credit shall be backstopped by a “back to back” letter of credit reasonably satisfactory to the applicable Issuing Bank or the Borrower shall Cash Collateralize cash collateralize any such Letter of Credit in accordance with Section 2.03(72.17(i). If, for any reason, such cash collateral is not provided or the reallocation does not occur, the Tranche A Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a maturity date with respect to a given tranche of Tranche A Revolving Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Tranche A Revolving Lenders in any Letter of Credit issued before such maturity date. Commencing with the maturity date of any tranche of Tranche A Revolving Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranches.

Appears in 2 contracts

Samples: Revolving Credit Agreement (Bankrate, Inc.), Revolving Credit Agreement (Bankrate, Inc.)

Provisions Related to Extended Revolving Commitments. If the L/C Expiration Maturity Date in respect of any Class of Alternative Currency Revolving Commitments occurs prior to the expiry date expiration of any Alternative Currency Letter of Credit or any Class of Dollar Revolving Commitments occurs prior to the expiration of any Dollar Letter of Credit, then (ai) if consented to by the Issuing Bank which issued such Letter of Credit, if one or more other Classes of Revolving Commitments in respect of which the L/C Expiration Maturity Date shall not have so occurred are then in effect, such Letters Letter of Credit for which consent has been obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Sections 2.03(3) and (4)Section 3.5) under (and ratably participated in by Revolving Lenders pursuant to) the Revolving Commitments in respect of such non-terminating Classes up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocatedreallocated and no Letter of Credit denominated in an Alternative Currency may be reallocated to Revolving Commitments that do not permit borrowings in such currency) and (bii) to the extent not reallocated pursuant to immediately preceding clause (a) and unless provisions reasonably satisfactory to the applicable Issuing Bank for the treatment of such Letter of Credit as a letter of credit under a successor credit facility have been agreed uponi), the Borrower shall, on or prior to the applicable Maturity Date, cause all such Letters of Credit to be replaced and returned to the applicable Issuing Bank undrawn and marked “cancelled” or to the extent that the Borrower is unable to so replace and return any Letter(s) of Credit, such Letter(s) of Credit shall be backstopped by a “back to back” letter of credit reasonably satisfactory to the applicable Issuing Bank or the Borrower shall Cash Collateralize cash collateralize any such Letter of Credit in accordance with Section 2.03(7)3.10. Except to the extent of reallocations of participations pursuant to clause (i) of the immediately preceding sentence, the occurrence of a Maturity Date with respect to a given Class of Revolving Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Applicable Participants in any Letter of Credit issued before such Maturity Date.

Appears in 2 contracts

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

Provisions Related to Extended Revolving Commitments. If the L/C Expiration Date expiration date with respect to Letters of Credit in respect of any Class of a particular Revolving Commitments Facility occurs prior to the expiry date of any Letter of CreditCredit issued under such Revolving Facility, then then, at Company’s option, (ai) if consented to by the Issuing Bank which issued such Letter of Credit, if one or more other Classes classes of Extended Revolving Commitments in respect of which the L/C Expiration Date expiration date applicable to Letters of Credit issued thereunder shall not have so occurred are then in effect, such Letters of Credit for which consent has shall, to the extent such Letters of Credit could have been obtained shall issued under such other class or classes of Extended Revolving Commitments in accordance with the terms of this Agreement at such time, automatically be deemed to have been issued (including for purposes of the obligations of the Revolving applicable Lenders to purchase participations therein and to make Revolving Loans and payments fund participations in respect thereof pursuant to Sections 2.03(32.11(d) and (4f)) under (and ratably participated in by Revolving the applicable Lenders pursuant to) the Revolving Commitments in respect of such non-terminating Classes class or classes of Extended Revolving Commitments up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and subject to the other applicable requirements of this Section 2.11 and (bii) to the extent not reallocated pursuant to the immediately preceding clause (a) and unless provisions reasonably satisfactory to the applicable Issuing Bank for the treatment of such Letter of Credit as a letter of credit under a successor credit facility have been agreed uponi), the Borrower shall, on or prior to the applicable Maturity Date, cause all such Letters of Credit to be replaced and returned to the applicable Issuing Bank undrawn and marked “cancelled” or to the extent that the Borrower is unable to so replace and return any Letter(s) of Credit, such Letter(s) of Credit Company shall be backstopped by a “back to back” letter of credit reasonably satisfactory to the applicable Issuing Bank or the Borrower shall Cash Collateralize cash collateralize any such Letter of Credit on terms reasonably acceptable to the applicable Issuing Lenders. The sublimit for Letters of Credit under a Revolver Extension Series shall be agreed solely with each Issuing Lender and set forth in accordance with Section 2.03(7)the applicable Extension Amendment.

Appears in 2 contracts

Samples: Credit Agreement and Syndicated Facility Agreement (Owens-Illinois Group Inc), Assignment and Assumption Agreement (Owens-Illinois Group Inc)

Provisions Related to Extended Revolving Commitments. If If, after the L/C Expiration Date date hereof, there shall be more than one tranche of Revolving Commitments, and if the maturity date in respect of any Class tranche of Revolving Commitments occurs prior to the expiry date expiration of any Letter of Credit, then (ai) if consented to by the Issuing Bank which issued such Letter of Credit, if one or more other Classes tranches of Revolving Commitments in respect of which the L/C Expiration Date maturity date shall not have so occurred are then in effect, such Letters of Credit for which consent has been obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Sections 2.03(3) and (4Section 2.05(c)) under (and ratably participated in by Revolving Lenders pursuant to) the Revolving Commitments in respect of such non-terminating Classes tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (bii) to the extent not reallocated pursuant to immediately preceding clause (a) and unless provisions reasonably satisfactory to the applicable Issuing Bank for the treatment of such Letter of Credit as a letter of credit under a successor credit facility have been agreed uponi), the Borrower shall, on or prior to the applicable Maturity Date, cause all such Letters of Credit to be replaced and returned to the applicable Issuing Bank undrawn and marked “cancelled” or to the extent that the Borrower is unable to so replace and return any Letter(s) of Credit, such Letter(s) of Credit shall be backstopped by a “back to back” letter of credit reasonably satisfactory to the applicable Issuing Bank or the Borrower shall Cash Collateralize any such Letter of Credit in accordance with Section 2.03(7)2.05(c) or otherwise backstop such Letter of Credit on terms reasonably satisfactory to the Issuing Bank. If, for any reason, such Cash Collateral is not provided or the reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a maturity date with respect to a given tranche of Revolving Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such maturity date. Commencing with the maturity date of any tranche of Revolving Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranches.

Appears in 2 contracts

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

Provisions Related to Extended Revolving Commitments. If the L/C Expiration Date maturity date in respect of any Class tranche of Revolving Commitments occurs prior to the expiry date expiration of any Letter of Credit, then (ai) if consented to by the Issuing Bank which issued such Letter of Credit, if one or more other Classes tranches of Revolving Commitments in respect of which the L/C Expiration Date maturity date shall not have so occurred are then in effect, such Letters of Credit for which consent has been obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Sections 2.03(3) and (4Section 2.05(e)) under (and ratably participated in by Revolving Lenders pursuant to) the Revolving Commitments in respect of such non-terminating Classes tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (bii) to the extent not reallocated pursuant to immediately preceding clause (a) and unless provisions reasonably satisfactory to the applicable Issuing Bank for the treatment of such Letter of Credit as a letter of credit under a successor credit facility have been agreed uponi), the Borrower shall, on or prior to the applicable Maturity Date, cause all such Letters of Credit to be replaced and returned to the applicable Issuing Bank undrawn and marked “cancelled” or to the extent that the Borrower is unable to so replace and return any Letter(s) of Credit, such Letter(s) of Credit shall be backstopped by a “back to back” letter of credit reasonably satisfactory to the applicable Issuing Bank or the Borrower shall Cash Collateralize cash collateralize any such Letter of Credit in accordance with Section 2.03(72.05(j). If, for any reason, such cash collateral is not provided or the reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a maturity date with respect to a given tranche of Revolving Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such maturity date. Commencing with the maturity date of any tranche of Revolving Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranches.

Appears in 2 contracts

Samples: Credit Agreement (Burger King Worldwide, Inc.), Credit Agreement (Burger King Holdings Inc)

Provisions Related to Extended Revolving Commitments. If the L/C Expiration Maturity Date in respect of any Class of Alternative Currency Revolving Commitments occurs prior to the expiry date expiration of any Alternative Currency Letter of Credit or any Class of Dollar Revolving Commitments occurs prior to the expiration of any Dollar Letter of Credit, then (ai) if consented to by the Issuing Bank which issued such Letter of Credit, if one or more other Classes of Revolving Commitments in respect of which the L/C Expiration Maturity Date shall not have so occurred are then in effect, such Letters Letter of Credit for which consent has been obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Sections 2.03(3) and (4)Section 3.5) under (and ratably participated in by Revolving Lenders pursuant to) the Revolving Commitments in respect of such non-terminating Classes up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocatedreallocated and no Letter of Credit denominated in an Alternative Currency may be reallocated to Revolving Commitments that do not permit Borrowings in such currency) and (bii) to the extent not reallocated pursuant to immediately preceding clause (a) and unless provisions reasonably satisfactory to the applicable Issuing Bank for the treatment of such Letter of Credit as a letter of credit under a successor credit facility have been agreed uponi), the Borrower shall, on or prior to the applicable Maturity Date, cause all such Letters of Credit to be replaced and returned to the applicable Issuing Bank undrawn and marked “cancelled” or to the extent that the Borrower is unable to so replace and return any Letter(s) of Credit, such Letter(s) of Credit shall be backstopped by a “back to back” letter of credit reasonably satisfactory to the applicable Issuing Bank or the Borrower shall Cash Collateralize cash collateralize any such Letter of Credit in accordance with Section 2.03(7)3.10. Except to the extent of reallocations of participations pursuant to clause (i) of the immediately preceding sentence, the occurrence of a Maturity Date with respect to a given Class of Revolving Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Applicable Participants in any Letter of Credit issued before such Maturity Date.

Appears in 2 contracts

Samples: Credit Agreement, Credit Agreement (Davita Healthcare Partners Inc.)

Provisions Related to Extended Revolving Commitments. If the L/C Expiration Date in respect of any Class of Revolving Commitments occurs prior to the expiry date of any Letter of Credit, then (a) if consented to by the Issuing Bank which issued such Letter of CreditCredit and the Revolving Lenders under the applicable non terminating Class, if one or more other Classes of Revolving Commitments in respect of which the L/C Expiration Date shall not have so occurred are then in effect, such Letters of Credit for which consent has been obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Sections 2.03(3) and (4)) under (and ratably participated in by Revolving Lenders pursuant to) the Revolving Commitments in respect of such non-terminating Classes up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (b) to the extent not reallocated pursuant to immediately preceding clause (a) and unless provisions reasonably satisfactory to the applicable Issuing Bank for the treatment of such Letter of Credit as a letter of credit under a successor credit facility have been agreed upon, the Borrower shall, on or prior to the applicable Maturity Date, cause all such Letters of Credit to be replaced and returned to the applicable Issuing Bank undrawn and marked “cancelled” or to the extent that the Borrower is unable to so replace and return any Letter(s) of Credit, such Letter(s) of Credit shall be backstopped by a “back to back” letter of credit reasonably satisfactory to the applicable Issuing Bank or Revolver Agent (as applicable) or the Borrower shall Cash Collateralize any such Letter of Credit in accordance with Section 2.03(7).

Appears in 2 contracts

Samples: Credit Agreement (LifeStance Health Group, Inc.), Credit Agreement (LifeStance Health Group, Inc.)

Provisions Related to Extended Revolving Commitments. If the L/C Expiration Maturity Date shall have occurred in respect of any Class of Revolving Commitments occurs prior to (the expiry date “Expiring Credit Commitment”) at a time when another Class or Classes of any Letter of CreditRevolving Commitments is or are in effect with a later Maturity Date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then (a) with respect to each outstanding Swing Line Loan, if consented to by the Issuing Bank which issued Swing Line Lender, on the earliest occurring Maturity Date such Letter of Credit, if one Swing Line Loan shall be deemed reallocated to the Class or more other Classes of Revolving the Non-Expiring Credit Commitments in respect of which the L/C Expiration Date shall not have so occurred are then in effect, such Letters of Credit for which consent has been obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Sections 2.03(3) and (4)) under (and ratably participated in by Revolving Lenders pursuant to) the Revolving Commitments in respect of such non-terminating Classes up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Commitments thereunder at such time (it being understood on a pro rata basis; provided that no partial face amount of any Letter of Credit may be so reallocated) and (b) to the extent not reallocated pursuant to immediately preceding clause (a) and unless provisions reasonably satisfactory to the applicable Issuing Bank for the treatment of such Letter of Credit as a letter of credit under a successor credit facility have been agreed upon, the Borrower shall, on or prior to the applicable Maturity Date, cause all such Letters of Credit to be replaced and returned to the applicable Issuing Bank undrawn and marked “cancelled” or to the extent that the Borrower is unable amount of such reallocation would cause the aggregate credit exposure to so replace exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation (after giving effect to any repayments of Revolving Loans and return any Letter(s) reallocation of Credit, such Letter(s) Letter of Credit participations as contemplated in Section 2.03(13)) the amount of Swing Line Loans to be reallocated equal to such excess shall be backstopped by repaid and (b) notwithstanding the foregoing, if a “back to back” letter Default or Event of credit reasonably satisfactory to the applicable Issuing Bank or Default has occurred and is continuing, the Borrower shall Cash Collateralize any such Letter still be obligated to pay Swing Line Loans allocated to the Revolving Lenders holding the Expiring Credit Commitments at the Maturity Date of the Expiring Credit in accordance with Section 2.03(7)Commitment or if the Loans have been accelerated prior to the Maturity Date of the Expiring Credit Commitment.

Appears in 2 contracts

Samples: Credit Agreement (Life Time Group Holdings, Inc.), Intercreditor Agreement (Life Time Group Holdings, Inc.)

Provisions Related to Extended Revolving Commitments. If the L/C Expiration Date in respect of any Class of Revolving Commitments occurs prior to the expiry date of any Letter of Credit, then (a) if consented to by the Issuing Bank which issued such Letter of Credit, if one or more other Classes of Revolving Commitments in respect of which the L/C Expiration Date shall not have so occurred are then in effect, such Letters of Credit for which consent has been obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Sections 2.03(3) and (4)) under (and ratably participated in by Revolving Lenders pursuant to) the Revolving Commitments in respect of such non-terminating Classes up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Aggregate Adjusted Revolving Commitments Commitment Amount thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (b) to the extent not reallocated pursuant to immediately preceding clause (a) and unless provisions reasonably satisfactory to the applicable Issuing Bank for the treatment of such Letter of Credit as a letter of credit under a successor credit facility have been agreed upon, the Borrower shall, on or prior to the applicable Maturity Date, cause all such Letters of Credit to be replaced and returned to the applicable Issuing Bank undrawn and marked “cancelled” or to the extent that the Borrower is unable to so replace and return any Letter(s) of Credit, such Letter(s) of Credit shall be backstopped by a “back to back-to-back” letter of credit reasonably satisfactory to the applicable Issuing Bank or the Borrower shall Cash Collateralize any such Letter of Credit in accordance with Section 2.03(7).

Appears in 2 contracts

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

Provisions Related to Extended Revolving Commitments. If the L/C Expiration Date in respect of any Class of Revolving Commitments occurs prior to the expiry date of any Letter of Credit, then (a) if consented to by the Issuing Bank which issued such Letter of Credit, if one or more other Classes of Revolving Commitments in respect of which the L/C Expiration Date shall not have so occurred are then in effect, such Letters of Credit for which consent has been obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Sections 2.03(3) and (4)) under (and ratably participated in by Revolving Lenders pursuant to) the Revolving Commitments in respect of such non-terminating Classes up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Commitments thereunder at such time (it being 119 understood that no partial face amount of any Letter of Credit may be so reallocated) and (b) to the extent not reallocated pursuant to immediately preceding clause (a) and unless provisions reasonably satisfactory to the applicable Issuing Bank for the treatment of such Letter of Credit as a letter of credit under a successor credit facility have been agreed upon, the Borrower shall, on or prior to the applicable Maturity Date, cause all such Letters of Credit to be replaced and returned to the applicable Issuing Bank undrawn and marked “cancelled” or to the extent that the Borrower is unable to so replace and return any Letter(s) of Credit, such Letter(s) of Credit shall be backstopped by a “back to back” letter of credit reasonably satisfactory to the applicable Issuing Bank or the Borrower shall Cash Collateralize any such Letter of Credit in accordance with Section 2.03(7).

Appears in 1 contract

Samples: Credit Agreement (Cushman & Wakefield PLC)

Provisions Related to Extended Revolving Commitments. If the L/C Expiration Maturity Date shall have occurred in respect of any Class of Revolving Commitments occurs prior to (the expiry date “Expiring Credit Commitment”) at a time when another Class or Classes of any Letter of CreditRevolving Commitments is or are in effect with a later Maturity Date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then (a) with respect to each outstanding Swing Line Loan, if consented to by the Issuing Bank which issued applicable Swing Line Lender and the applicable Revolving Lenders holding such Letter of CreditNon-Expiring Credit Commitments, if one on the earliest occurring Maturity Date such Swing Line Loan shall be deemed reallocated to the Class or more other Classes of Revolving the Non-Expiring Credit Commitments in respect of which the L/C Expiration Date shall not have so occurred are then in effect, such Letters of Credit for which consent has been obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Sections 2.03(3) and (4)) under (and ratably participated in by Revolving Lenders pursuant to) the Revolving Commitments in respect of such non-terminating Classes up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Commitments thereunder at such time (it being understood on a pro rata basis; provided that no partial face amount of any Letter of Credit may be so reallocated) and (b) to the extent not reallocated pursuant to immediately preceding clause (a) and unless provisions reasonably satisfactory to the applicable Issuing Bank for the treatment of such Letter of Credit as a letter of credit under a successor credit facility have been agreed upon, the Borrower shall, on or prior to the applicable Maturity Date, cause all such Letters of Credit to be replaced and returned to the applicable Issuing Bank undrawn and marked “cancelled” or to the extent that the Borrower is unable amount of such reallocation would cause the aggregate credit exposure to so replace exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation (after giving effect to any repayments of Revolving Loans and return any Letter(s) reallocation of Credit, such Letter(s) Letter of Credit participations as contemplated in Section 2.03(12)) the amount of Swing Line Loans to be reallocated equal to such excess shall be backstopped by repaid and (b) notwithstanding the foregoing, if a “back to back” letter of credit reasonably satisfactory to the applicable Issuing Bank or Default has occurred and is continuing, the Borrower shall Cash Collateralize any such Letter still be obligated to pay Swing Line Loans allocated to the Revolving Lenders holding the Expiring Credit Commitments at the Maturity Date of the Expiring Credit in accordance with Section 2.03(7)Commitment or if the Loans have been accelerated prior to the Maturity Date of the Expiring Credit Commitment.

Appears in 1 contract

Samples: Credit Agreement (LifeStance Health Group, Inc.)

Provisions Related to Extended Revolving Commitments. If If, after the L/C Expiration Date date hereof, there shall be more than one tranche of Revolving Commitments, and if the maturity date in respect of any Class tranche of Revolving Commitments occurs prior to the expiry date expiration of any Letter of Credit, then (a%4) if consented to by the Issuing Bank which issued such Letter of Credit, if one or more other Classes tranches of Revolving Commitments in respect of which the L/C Expiration Date maturity date shall not have so occurred are then in effect, such Letters of Credit for which consent has been obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Sections 2.03(3) and (4‎Section 2.05(c)) under (and ratably participated in by Revolving Lenders pursuant to) the Revolving Commitments in respect of such non-terminating Classes tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (b%4) to the extent not reallocated pursuant to immediately preceding clause (a) and unless provisions reasonably satisfactory to the applicable Issuing Bank for the treatment of such Letter of Credit as a letter of credit under a successor credit facility have been agreed upon‎(i), the Borrower shall, on or prior to the applicable Maturity Date, cause all such Letters of Credit to be replaced and returned to the applicable Issuing Bank undrawn and marked “cancelled” or to the extent that the Borrower is unable to so replace and return any Letter(s) of Credit, such Letter(s) of Credit shall be backstopped by a “back to back” letter of credit reasonably satisfactory to the applicable Issuing Bank or the Borrower shall Cash Collateralize any such Letter of Credit in accordance with Section 2.03(7)‎Section 2.05(c) or otherwise backstop such Letter of Credit on terms reasonably satisfactory to the Issuing Bank. If, for any reason, such Cash Collateral is not provided or the reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause ‎(i) of the second preceding sentence, the occurrence of a maturity date with respect to a given tranche of Revolving Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such maturity date. Commencing with the maturity date of any tranche of Revolving Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranches.

Appears in 1 contract

Samples: Credit Agreement (Zebra Technologies Corp)

Provisions Related to Extended Revolving Commitments. If the L/C Expiration Date maturity date shall have occurred in respect of any Class of Revolving Commitments occurs prior to (the expiry “Expiring Credit Commitment”) at a time when another Class or Classes of Revolving Commitments is or are in effect with a longer maturity date of any Letter of Credit(each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then (a) with respect to each outstanding Swingline Loan, if consented to by the Issuing Bank which issued applicable Swingline Lender, on the earliest occurring maturity date such Letter of Credit, if one Swingline Loan shall be deemed reallocated to the Class or more other Classes of Revolving the Non-Expiring Credit Commitments in respect of which the L/C Expiration Date shall not have so occurred are then in effect, such Letters of Credit for which consent has been obtained shall automatically be deemed to have been issued on a pro rata basis; provided that (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Sections 2.03(3x) and (4)) under (and ratably participated in by Revolving Lenders pursuant to) the Revolving Commitments in respect of such non-terminating Classes up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (b) to the extent not reallocated pursuant to immediately preceding clause (a) and unless provisions reasonably satisfactory to the applicable Issuing Bank for the treatment of such Letter of Credit as a letter of credit under a successor credit facility have been agreed upon, the Borrower shall, on or prior to the applicable Maturity Date, cause all such Letters of Credit to be replaced and returned to the applicable Issuing Bank undrawn and marked “cancelled” or to the extent that the Borrower is unable amount of such reallocation would cause the aggregate credit exposure to so replace and return any Letter(s) exceed the aggregate amount of Creditsuch Non-Expiring Credit Commitments, immediately prior to such Letter(s) reallocation the amount of Credit Swingline Loans to be reallocated equal to such excess shall be backstopped by repaid or Cash Collateralized and (y) notwithstanding the foregoing, if a “back to back” letter Default or Event of credit reasonably satisfactory to the applicable Issuing Bank or Default has occurred and is continuing, the Borrower shall Cash Collateralize still be obligated to pay Swingline Loans allocated to the Revolving Lenders holding the Expiring Credit Commitments at the maturity date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the maturity date of the Expiring Credit Commitment. Upon the maturity date of any such Letter Class of Credit in accordance with Section 2.03(7)Revolving Commitments, the sublimit for Swingline Loans may be reduced as agreed between the Swingline Lender and the Borrower, without the consent of any other person.

Appears in 1 contract

Samples: Credit Agreement (CPI International Holding Corp.)

Provisions Related to Extended Revolving Commitments. If the L/C Expiration Maturity Date shall have occurred in respect of any Class of Revolving Commitments occurs prior to (the expiry date “Expiring Credit Commitment”) at a time when another Class or Classes of any Letter of CreditRevolving Commitments is or are in effect with a later Maturity Date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then (a) with respect to each outstanding Swing Line Loan, if consented to by the Issuing Bank which issued applicable Swing Line Lender, on the earliest occurring Maturity Date such Letter of Credit, if one Swing Line Loan shall be deemed reallocated to the Class or more other Classes of Revolving the Non-Expiring Credit Commitments in respect of which the L/C Expiration Date shall not have so occurred are then in effect, such Letters of Credit for which consent has been obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Sections 2.03(3) and (4)) under (and ratably participated in by Revolving Lenders pursuant to) the Revolving Commitments in respect of such non-terminating Classes up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Commitments thereunder at such time (it being understood on a pro rata basis; provided that no partial face amount of any Letter of Credit may be so reallocated) and (b) to the extent not reallocated pursuant to immediately preceding clause (a) and unless provisions reasonably satisfactory to the applicable Issuing Bank for the treatment of such Letter of Credit as a letter of credit under a successor credit facility have been agreed upon, the Borrower shall, on or prior to the applicable Maturity Date, cause all such Letters of Credit to be replaced and returned to the applicable Issuing Bank undrawn and marked “cancelled” or to the extent that the Borrower is unable amount of such reallocation would cause the aggregate credit exposure to so replace exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation (after giving effect to any repayments of Revolving Loans and return any Letter(s) reallocation of Credit, such Letter(s) Letter of Credit participations as contemplated in Section 2.03(12)) the amount of Swing Line Loans to be reallocated equal to such excess shall be backstopped by repaid and (b) notwithstanding the foregoing, if a “back to back” letter of credit reasonably satisfactory to the applicable Issuing Bank or Default has occurred and is continuing, the Borrower shall Cash Collateralize any such Letter still be obligated to pay Swing Line Loans allocated to the Revolving Lenders holding the Expiring Credit Commitments at the Maturity Date of the Expiring Credit in accordance with Section 2.03(7).Commitment or if the Loans have been accelerated prior to the Maturity Date of the Expiring Credit Commitment. 133

Appears in 1 contract

Samples: Credit Agreement (Convey Holding Parent, Inc.)

Provisions Related to Extended Revolving Commitments. If the L/C Expiration Maturity Date shall have occurred in respect of any Class of Revolving Commitments occurs prior to (the expiry date “Expiring Credit Commitment”) at a time when another Class or Classes of any Letter of CreditRevolving Commitments is or are in effect with a later Maturity Date (each, a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then (a) with respect to each outstanding Swing Line Loan, if consented to by the Issuing Bank which issued applicable Swing Line Lender, on the earliest occurring Maturity Date such Letter of Credit, if one Swing Line Loan shall be deemed reallocated to the Class or more other Classes of Revolving the Non-Expiring Credit Commitments in respect of which the L/C Expiration Date shall not have so occurred are then in effect, such Letters of Credit for which consent has been obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Sections 2.03(3) and (4)) under (and ratably participated in by Revolving Lenders pursuant to) the Revolving Commitments in respect of such non-terminating Classes up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Commitments thereunder at such time (it being understood on a pro rata basis; provided that no partial face amount of any Letter of Credit may be so reallocated) and (b) to the extent not reallocated pursuant to immediately preceding clause (a) and unless provisions reasonably satisfactory to the applicable Issuing Bank for the treatment of such Letter of Credit as a letter of credit under a successor credit facility have been agreed upon, the Borrower shall, on or prior to the applicable Maturity Date, cause all such Letters of Credit to be replaced and returned to the applicable Issuing Bank undrawn and marked “cancelled” or to the extent that the Borrower is unable amount of such reallocation would cause the aggregate credit exposure to so replace exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation (after giving effect to any repayments of Revolving Loans and return any Letter(s) reallocation of Credit, such Letter(s) of Credit shall be backstopped by a “back to back” letter of credit reasonably satisfactory to the applicable Issuing Bank or the Borrower shall Cash Collateralize any such Letter of Credit participations as contemplated in accordance with Section 2.03(72.03(13)) the amount of Swing Line Loans to be reallocated equal to such excess shall be repaid and (b) notwithstanding the foregoing, if a Default has occurred and is continuing, the Borrowers shall still be obligated to pay Swing Line Loans allocated to the Revolving Lenders holding the Expiring Credit Commitments at the Maturity Date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the Maturity Date of the Expiring Credit Commitment.

Appears in 1 contract

Samples: Credit Agreement (Chobani Inc.)

Provisions Related to Extended Revolving Commitments. If the L/C Expiration Maturity Date shall have occurred in respect of any Class of Revolving Commitments occurs prior to (the expiry date “Expiring Credit Commitment”) at a time when another Class or Classes of any Letter of CreditRevolving Commitments is or are in effect with a later Maturity Date (each a “Non-Expiring Credit Commitment” and collectively, the “Non- Expiring Credit Commitments”), then (a) with respect to each outstanding Swing Line Loan, if consented to by the Issuing Bank which issued applicable Swing Line Lender and the applicable Revolving Lenders holding such Letter of CreditNon-Expiring Credit Commitments, if one on the earliest occurring Maturity Date such Swing Line Loan shall be deemed reallocated to the Class or more other Classes of Revolving the Non-Expiring Credit Commitments in respect of which the L/C Expiration Date shall not have so occurred are then in effect, such Letters of Credit for which consent has been obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Sections 2.03(3) and (4)) under (and ratably participated in by Revolving Lenders pursuant to) the Revolving Commitments in respect of such non-terminating Classes up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Commitments thereunder at such time (it being understood on a pro rata basis; provided that no partial face amount of any Letter of Credit may be so reallocated) and (b) to the extent not reallocated pursuant to immediately preceding clause (a) and unless provisions reasonably satisfactory to the applicable Issuing Bank for the treatment of such Letter of Credit as a letter of credit under a successor credit facility have been agreed upon, the Borrower shall, on or prior to the applicable Maturity Date, cause all such Letters of Credit to be replaced and returned to the applicable Issuing Bank undrawn and marked “cancelled” or to the extent that the Borrower is unable amount of such reallocation would cause the aggregate credit exposure to so replace exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such 140 reallocation (after giving effect to any repayments of Revolving Loans and return any Letter(s) reallocation of Credit, such Letter(s) Letter of Credit participations as contemplated in Section 2.03(12)) the amount of Swing Line Loans to be reallocated equal to such excess shall be backstopped by repaid and (b) notwithstanding the foregoing, if a “back to back” letter of credit reasonably satisfactory to the applicable Issuing Bank or Default has occurred and is continuing, the Borrower shall Cash Collateralize any such Letter still be obligated to pay Swing Line Loans allocated to the Revolving Lenders holding the Expiring Credit Commitments at the Maturity Date of the Expiring Credit in accordance with Section 2.03(7)Commitment or if the Loans have been accelerated prior to the Maturity Date of the Expiring Credit Commitment.

Appears in 1 contract

Samples: Credit Agreement (LifeStance Health Group, Inc.)

Provisions Related to Extended Revolving Commitments. If the L/C Expiration Date maturity date in respect of any Class tranche of Revolving Commitments occurs prior to the expiry date expiration of any Letter of Credit, then (ai) if consented to by the Issuing Bank which issued such Letter of Credit, if one or more other Classes tranches of Revolving Commitments in respect of which the L/C Expiration Date maturity date shall not have so occurred are then in effect, such Letters of Credit for which consent has been obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Sections 2.03(3) and (4Section 2.05(c)) under (and ratably participated in by Revolving Lenders pursuant to) the Revolving Commitments in respect of such non-terminating Classes tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (bii) to the extent not reallocated pursuant to immediately preceding clause (a) and unless provisions reasonably satisfactory to the applicable Issuing Bank for the treatment of such Letter of Credit as a letter of credit under a successor credit facility have been agreed uponi), the Borrower shall, on or prior to the applicable Maturity Date, cause all such Letters of Credit to be replaced and returned to the applicable Issuing Bank undrawn and marked “cancelled” or to the extent that the Borrower is unable to so replace and return any Letter(s) of Credit, such Letter(s) of Credit shall be backstopped by a “back to back” letter of credit reasonably satisfactory to the applicable Issuing Bank or the Borrower shall Cash Collateralize any such Letter of Credit in accordance with Section 2.03(72.05(c). If, for any reason, such Cash Collateral is not provided or the reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a maturity date with respect to a given tranche of Revolving Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such maturity date. Commencing with the maturity date of any tranche of Revolving Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranches.

Appears in 1 contract

Samples: Credit Agreement (Infor, Inc.)

Provisions Related to Extended Revolving Commitments. If the L/C Expiration Date maturity date in respect of any Class tranche of Revolving Commitments occurs prior to the expiry date of while any Letter of CreditSwingline Loans are then outstanding, then (ai) if consented to by the Issuing Bank which issued such Letter of Credit, if one or more other Classes tranches of Revolving Commitments in respect of which the L/C Expiration Date maturity date shall not have so occurred are then in effect, such Letters of Credit for which consent has been obtained Swingline Loans shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Sections 2.03(3) and (4Section 2.04(c)) under (and ratably participated in by Revolving Lenders pursuant to) the Revolving Commitments in respect of such non-terminating Classes tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (bii) to the extent not reallocated pursuant to immediately preceding clause (a) and unless provisions reasonably satisfactory to the applicable Issuing Bank for the treatment of such Letter of Credit as a letter of credit under a successor credit facility have been agreed uponi), the Borrower shallshall promptly (and in any event within one Business Day) prepay such Swingline Loan. If, on for any reason, such prepayment by Borrower is not made or prior to the applicable Maturity Datereallocation does not occur, cause all such Letters of Credit the Revolving Lenders under the maturing tranche shall continue to be replaced and returned to the applicable Issuing Bank undrawn and marked “cancelled” or responsible for their participating interests in such Swingline Loans. Except to the extent that the Borrower is unable of reallocations of participations pursuant to so replace and return any Letter(sclause (i) of Creditthe second preceding sentence, the occurrence of a maturity date with respect to a given tranche of Revolving Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Swingline Loans issued before such Letter(s) maturity date. Commencing with the maturity date of Credit any tranche of Revolving Commitments, the sublimit for Swingline Loans shall be backstopped by a “back to back” letter of credit reasonably satisfactory to agreed with the applicable Issuing Bank or Lenders under the Borrower shall Cash Collateralize any such Letter of Credit in accordance with Section 2.03(7)extended tranches.

Appears in 1 contract

Samples: Credit Agreement (Infor, Inc.)

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Provisions Related to Extended Revolving Commitments. If the L/C Expiration Maturity Date shall have occurred in respect of any Class of Revolving Commitments occurs prior to (the expiry date “Expiring Credit Commitment”) at a time when another Class or Classes of any Letter of CreditRevolving Commitments is or are in effect with a later Maturity Date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then (a) with respect to each outstanding Swing Line Loan, if consented to by the Issuing Bank which issued applicable Swing Line Lender and the applicable 151 Revolving Lenders holding such Letter of CreditNon-Expiring Credit Commitments, if one on the earliest occurring Maturity Date such Swing Line Loan shall be deemed reallocated to the Class or more other Classes of Revolving the Non-Expiring Credit Commitments in respect of which the L/C Expiration Date shall not have so occurred are then in effect, such Letters of Credit for which consent has been obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Sections 2.03(3) and (4)) under (and ratably participated in by Revolving Lenders pursuant to) the Revolving Commitments in respect of such non-terminating Classes up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Commitments thereunder at such time (it being understood on a pro rata basis; provided that no partial face amount of any Letter of Credit may be so reallocated) and (b) to the extent not reallocated pursuant to immediately preceding clause (a) and unless provisions reasonably satisfactory to the applicable Issuing Bank for the treatment of such Letter of Credit as a letter of credit under a successor credit facility have been agreed upon, the Borrower shall, on or prior to the applicable Maturity Date, cause all such Letters of Credit to be replaced and returned to the applicable Issuing Bank undrawn and marked “cancelled” or to the extent that the Borrower is unable amount of such reallocation would cause the aggregate credit exposure to so replace exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation (after giving effect to any repayments of Revolving Loans and return any Letter(s) reallocation of Credit, such Letter(s) Letter of Credit participations as contemplated in Section 2.03(12)) the amount of Swing Line Loans to be reallocated equal to such excess shall be backstopped by repaid and (b) notwithstanding the foregoing, if a “back to back” letter of credit reasonably satisfactory to the applicable Issuing Bank or Default has occurred and is continuing, the Borrower shall Cash Collateralize any such Letter still be obligated to pay Swing Line Loans allocated to the Revolving Lenders holding the Expiring Credit Commitments at the Maturity Date of the Expiring Credit in accordance with Section 2.03(7)Commitment or if the Loans have been accelerated prior to the Maturity Date of the Expiring Credit Commitment.

Appears in 1 contract

Samples: Credit Agreement (LifeStance Health Group, Inc.)

Provisions Related to Extended Revolving Commitments. If the L/C Letter of Credit Expiration Date in respect of any Class of Revolving Commitments occurs prior to the expiry date of any Letter of Credit, then (ai) if consented to by the Issuing Bank such L/C Issuer which issued such Letter of Credit, if one or more other Classes of Revolving Commitments under which Letters of Credit are issued in respect of which the L/C Letter of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit for which consent of the respective L/C Issuer has been obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Sections 2.03(32.3(d) and (4e) e)) under (and ratably participated in by Revolving Lenders pursuant to) the Revolving Commitments in respect of such non-terminating Classes up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (bii) to the extent not reallocated pursuant to immediately preceding clause (ai) and unless provisions reasonably satisfactory to the applicable Issuing Bank L/C Issuer for the treatment of such Letter of Credit as a letter of credit under a successor credit facility have been agreed upon, the Borrower shall, on or prior to the applicable Maturity Date, cause all such Letters of Credit to be replaced and returned to the applicable Issuing Bank L/C Issuer undrawn and marked “cancelled” or to the extent that the Borrower is unable to so replace and return any Letter(s) of Credit, such Letter(s) of Credit shall be backstopped secured by a “back to back” letter of credit reasonably satisfactory to the applicable Issuing Bank L/C Issuer or the Borrower shall provide Cash Collateralize Collateral for any such Letter of Credit. Commencing with the Maturity Date of any Class of Revolving Commitments, the sublimit for Letters of Credit in accordance shall be agreed solely with Section 2.03(7)such L/C Issuer; provided that, at the request of the Borrower, the Letter of Credit Sublimit immediately following such Maturity Date shall be no less than the Letter of Credit Sublimit immediately prior to such Maturity Date multiplied by a fraction, the numerator of which is the aggregate amount of the Revolving Commitments immediately following such Maturity Date and the denominator of which is the aggregate amount of the Revolving Commitments immediately prior to such Maturity Date.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Lannett Co Inc)

Provisions Related to Extended Revolving Commitments. If the L/C Expiration Maturity Date shall have occurred in respect of any Class tranche of Revolving Commitments, Additional Revolving Commitments occurs prior to or Extended Revolving Commitments (such expiring tranche, the expiry date “Expiring Credit Commitment”) at a time when another tranche or tranches of any Letter of CreditRevolving Commitments, Additional Revolving Commitments or Extended Revolving Commitments available in Dollars is or are in effect with a longer Maturity Date (each, a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then (a) with respect to each outstanding Swingline Loan, if consented to by the Issuing Bank which issued Swingline Lender, on the earliest occurring Maturity Date such Letter of Credit, if one or more other Classes of Revolving Commitments in respect of which the L/C Expiration Date Swingline Loan shall not have so occurred are then in effect, such Letters of Credit for which consent has been obtained shall automatically be deemed reallocated to have been issued (including for purposes the tranche or tranches of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Sections 2.03(3Non-Expiring Credit Commitments on a pro rata basis; provided that (x) and (4)) under (and ratably participated in by Revolving Lenders pursuant to) the Revolving Commitments in respect of such non-terminating Classes up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (b) to the extent not reallocated pursuant to immediately preceding clause (a) and unless provisions reasonably satisfactory to the applicable Issuing Bank for the treatment of such Letter of Credit as a letter of credit under a successor credit facility have been agreed upon, the Borrower shall, on or prior to the applicable Maturity Date, cause all such Letters of Credit to be replaced and returned to the applicable Issuing Bank undrawn and marked “cancelled” or to the extent that the Borrower is unable amount of such reallocation would cause the aggregate credit exposure to so replace and return any Letter(s) exceed the aggregate amount of Creditsuch Non-Expiring Credit Commitments, immediately prior to such Letter(s) reallocation the amount of Credit Swingline Loans to be reallocated equal to such excess shall be backstopped by repaid or Cash Collateralized and (y) notwithstanding the foregoing, if a “back to back” letter Default or Event of credit reasonably satisfactory to the applicable Issuing Bank or Default has occurred and is continuing, the Borrower shall Cash Collateralize still be obligated to pay Swingline Loans allocated to the Revolving Lenders holding the Expiring Credit Commitments at the Maturity Date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the Maturity Date of the Expiring Credit Commitment. On the Maturity Date of any such Letter of Expiring Credit in accordance Commitment, the sublimit for Swingline Loans shall be agreed solely with Section 2.03(7)the Swingline Lender.

Appears in 1 contract

Samples: Security Agreement (W R Grace & Co)

Provisions Related to Extended Revolving Commitments. If the L/C Expiration Date in respect of any Class of Revolving Commitments occurs prior to the expiry date of any Letter of Credit, then (a) if consented to by the Issuing Bank which issued such Letter of Credit, if one or more other Classes of Revolving Commitments in respect of which the L/C Expiration Date shall not have so occurred are then in effect, such Letters of Credit for which consent has been obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Sections 2.03(3) and (4)) under (and ratably participated in by Revolving Lenders pursuant to) the Revolving Commitments in respect of such non-terminating Classes up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (b) to the extent not reallocated pursuant to the immediately preceding clause (a) and unless provisions reasonably satisfactory to the applicable Issuing Bank for the treatment of such Letter of Credit as a letter of credit under a successor credit facility have been agreed upon, the Borrower shall, on or prior to the applicable Maturity Date, cause all such Letters of Credit to be replaced and returned to the applicable Issuing Bank undrawn and marked “cancelled” or to the extent that the Borrower is unable to so replace and return any Letter(s) of Credit, such Letter(s) of Credit shall be backstopped by a “back to back” letter of credit reasonably satisfactory to the applicable Issuing Bank or the Borrower shall Cash Collateralize any such Letter of Credit in accordance with Section 2.03(7).

Appears in 1 contract

Samples: First Lien Credit Agreement (Convey Health Solutions Holdings, Inc.)

Provisions Related to Extended Revolving Commitments. If the L/C Expiration Maturity Date shall have occurred in respect of any Class of Revolving Commitments occurs prior to (the expiry date “Expiring Credit Commitment”) at a time when another Class or Classes of any Letter of CreditRevolving Commitments is or are in effect with a later Maturity Date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then (a) with respect to each outstanding Swing Line Loan, if consented to by the Issuing Bank which issued Swing Line Lender, on the earliest occurring Maturity Date such Letter of Credit, if one Swing Line Loan shall be deemed reallocated to the Class or more other Classes of Revolving the Non-Expiring Credit Commitments in respect of which the L/C Expiration Date shall not have so occurred are then in effect, such Letters of Credit for which consent has been obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Sections 2.03(3) and (4)) under (and ratably participated in by Revolving Lenders pursuant to) the Revolving Commitments in respect of such non-terminating Classes up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Commitments thereunder at such time (it being understood on a 112 pro rata basis; provided that no partial face amount of any Letter of Credit may be so reallocated) and (b) to the extent not reallocated pursuant to immediately preceding clause (a) and unless provisions reasonably satisfactory to the applicable Issuing Bank for the treatment of such Letter of Credit as a letter of credit under a successor credit facility have been agreed upon, the Borrower shall, on or prior to the applicable Maturity Date, cause all such Letters of Credit to be replaced and returned to the applicable Issuing Bank undrawn and marked “cancelled” or to the extent that the Borrower is unable amount of such reallocation would cause the aggregate credit exposure to so replace exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation (after giving effect to any repayments of Revolving Loans and return any Letter(s) reallocation of Credit, such Letter(s) Letter of Credit participations as contemplated in Section 2.03(13)) the amount of Swing Line Loans to be reallocated equal to such excess shall be backstopped by repaid and (b) notwithstanding the foregoing, if a “back to back” letter Default or Event of credit reasonably satisfactory to the applicable Issuing Bank or Default has occurred and is continuing, the Borrower shall Cash Collateralize any such Letter still be obligated to pay Swing Line Loans allocated to the Revolving Lenders holding the Expiring Credit Commitments at the Maturity Date of the Expiring Credit in accordance with Section 2.03(7)Commitment or if the Loans have been accelerated prior to the Maturity Date of the Expiring Credit Commitment.

Appears in 1 contract

Samples: Credit Agreement (Life Time Group Holdings, Inc.)

Provisions Related to Extended Revolving Commitments. If the L/C Expiration Date expiration date with respect to Letters of Credit in respect of any Class of a particular Revolving Commitments Facility occurs prior to the expiry date of any Letter of CreditCredit issued under such Revolving Facility, then then, at the Company’s option, (ai) if consented to by the Issuing Bank which issued such Letter of Credit, if one or more other Classes classes of Extended Revolving Commitments in respect of which the L/C Expiration Date expiration date applicable to Letters of Credit issued thereunder shall not have so occurred are then in effect, such Letters of Credit for which consent has shall, to the extent such Letters of Credit could have been obtained shall issued under such other class or classes of Extended Revolving Commitments in accordance with the terms of this Agreement at such time, automatically be deemed to have been issued (including for purposes of the obligations of the Revolving applicable Lenders to purchase participations therein and to make Revolving Loans and payments fund participations in respect thereof pursuant to Sections 2.03(32.11(d) and (4f)) under (and ratably participated in by Revolving the applicable Lenders pursuant to) the Revolving Commitments in respect of such non-terminating Classes class or classes of Extended Revolving Commitments up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and subject to the other applicable requirements of this Section 2.11 and (bii) to the extent not reallocated pursuant to the immediately preceding clause (a) and unless provisions reasonably satisfactory to the applicable Issuing Bank for the treatment of such Letter of Credit as a letter of credit under a successor credit facility have been agreed uponi), the Borrower shall, on or prior to the applicable Maturity Date, cause all such Letters of Credit to be replaced and returned to the applicable Issuing Bank undrawn and marked “cancelled” or to the extent that the Borrower is unable to so replace and return any Letter(s) of Credit, such Letter(s) of Credit Company shall be backstopped by a “back to back” letter of credit reasonably satisfactory to the applicable Issuing Bank or the Borrower shall Cash Collateralize cash collateralize any such Letter of Credit on terms reasonably acceptable to the applicable Issuing Lenders. The sublimit for Letters of Credit under a Revolver Extension Series shall be agreed solely with each Issuing Lender and set forth in accordance with Section 2.03(7)the applicable Extension Amendment.

Appears in 1 contract

Samples: Intercreditor Agreement (Owens-Illinois Group Inc)

Provisions Related to Extended Revolving Commitments. If If, after the L/C Expiration Date date hereof, there shall be more than one tranche of Revolving Commitments, and if the maturity date in respect of any Class tranche of Revolving Commitments occurs prior to the expiry date expiration of any Letter of Credit, then (ai) if consented to by the Issuing Bank which issued such Letter of Credit, if one or more other Classes tranches of Revolving Commitments in respect of which the L/C Expiration Date maturity date shall not have so occurred are then in effect, such Letters of Credit for which consent has been obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Sections 2.03(3) and (4Section 2.05(c)) under (and ratably xxxxxxx participated in by Revolving Lenders pursuant to) the Revolving Commitments in respect of such non-terminating Classes tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (bii) to the extent not reallocated pursuant to immediately preceding clause (a) and unless provisions reasonably satisfactory to the applicable Issuing Bank for the treatment of such Letter of Credit as a letter of credit under a successor credit facility have been agreed uponi), the Borrower shall, on or prior to the applicable Maturity Date, cause all such Letters of Credit to be replaced and returned to the applicable Issuing Bank undrawn and marked “cancelled” or to the extent that the Borrower is unable to so replace and return any Letter(s) of Credit, such Letter(s) of Credit shall be backstopped by a “back to back” letter of credit reasonably satisfactory to the applicable Issuing Bank or the Borrower shall Cash Collateralize any such Letter of Credit in accordance with Section 2.03(7)2.05(c) or otherwise backstop such Letter of Credit on terms reasonably satisfactory to the applicable Issuing Bank. If, for any reason, such Cash Collateral is not provided or the reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a maturity date with respect to a given tranche of Revolving Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such maturity date. Commencing with the maturity date of any tranche of Revolving Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranches.

Appears in 1 contract

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

Provisions Related to Extended Revolving Commitments. If the L/C Expiration Revolving Commitment Termination Date in respect of any Class of Revolving Commitments occurs prior to the expiry date expiration of any Letter of Credit, then (ai) if consented to by the Issuing Bank which issued such Letter of Credit, if one or more other Classes Class of Revolving Commitments in respect of which the L/C Expiration Revolving Commitment Termination Date shall not have so occurred are then in effect, such Letters of Credit for which consent has been obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Sections 2.03(3) and (4)Section 2.3) under (and ratably participated in by Revolving Lenders pursuant to) the Revolving Commitments in respect of such non-terminating Classes Class up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (bii) to the extent not reallocated pursuant to immediately preceding clause (a) and unless provisions reasonably satisfactory to i), the applicable Issuing Bank for the treatment of such Letter of Credit as a letter of credit under a successor credit facility have been agreed upon, the Borrower shall, on or prior to the applicable Maturity Date, cause all such Letters of Credit to be replaced and returned to the applicable Issuing Bank undrawn and marked “cancelled” or to the extent that the Borrower is unable to so replace and return any Letter(s) of Credit, such Letter(s) of Credit shall be backstopped by a “back to back” letter of credit reasonably satisfactory to the applicable Issuing Bank or the Borrower shall Cash Collateralize cash collateralize any such Letter of Credit in accordance a manner satisfactory to the Administrative Agent and the respective Issuing Banks but only up to the amount of such Letter of Credit not so reallocated. Except to the extent of reallocations of participations pursuant to clause (i) of the immediately preceding sentence, the occurrence of a Revolving Commitment Termination Date with Section 2.03(7)respect to a given Class of Revolving Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Lenders in any Letter of Credit issued before such Revolving Commitment Termination Date.

Appears in 1 contract

Samples: Credit Agreement (Empire Petroleum Partners, LP)

Provisions Related to Extended Revolving Commitments. If the L/C Expiration Maturity Date shall have occurred in respect of any Class of Revolving Commitments occurs prior to (the expiry date “Expiring Credit Commitment”) at a time when another Class or Classes of any Letter of CreditRevolving Commitments is or are in effect with a later Maturity Date (each a “Non-Expiring Credit Commitment” and collectively, the “Non- Expiring Credit Commitments”), then (a) with respect to each outstanding Swing Line Loan, if consented to by the Issuing Bank which issued applicable Swing Line Lender, on the earliest occurring Maturity Date such Letter of Credit, if one Swing Line Loan shall be deemed reallocated to the Class or more other Classes of Revolving the Non-Expiring Credit Commitments in respect of which the L/C Expiration Date shall not have so occurred are then in effect, such Letters of Credit for which consent has been obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Sections 2.03(3) and (4)) under (and ratably participated in by Revolving Lenders pursuant to) the Revolving Commitments in respect of such non-terminating Classes up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Commitments thereunder at such time (it being understood on a pro rata basis; provided that no partial face amount of any Letter of Credit may be so reallocated) and (b) to the extent not reallocated pursuant to immediately preceding clause (a) and unless provisions reasonably satisfactory to the applicable Issuing Bank for the treatment of such Letter of Credit as a letter of credit under a successor credit facility have been agreed upon, the Borrower shall, on or prior to the applicable Maturity Date, cause all such Letters of Credit to be replaced and returned to the applicable Issuing Bank undrawn and marked “cancelled” or to the extent that the Borrower is unable amount of such reallocation would cause the aggregate credit exposure to so replace exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation (after giving effect to any repayments of Revolving Loans and return any Letter(s) reallocation of Credit, such Letter(s) Letter of Credit participations as contemplated in Section 2.03(12)) the amount of Swing Line Loans to be reallocated equal to such excess shall be backstopped by repaid and (b) notwithstanding the foregoing, if a “back to back” letter of credit reasonably satisfactory to the applicable Issuing Bank or Default has occurred and is continuing, the Borrower shall Cash Collateralize any such Letter still be obligated to pay Swing Line Loans allocated to the Revolving Lenders holding the Expiring Credit Commitments at the Maturity Date of the Expiring Credit in accordance with Section 2.03(7)Commitment or if the Loans have been accelerated prior to the Maturity Date of the Expiring Credit Commitment.

Appears in 1 contract

Samples: First Lien Credit Agreement (Convey Holding Parent, Inc.)

Provisions Related to Extended Revolving Commitments. If the L/C Expiration Date maturity date in respect of any Class tranche of Revolving Commitments occurs prior to the expiry date expiration of any Letter of Credit, then (ai) if consented to by the Issuing Bank which issued such Letter of Credit, if one or more other Classes tranches of Revolving Commitments in respect of which the L/C Expiration Date maturity date shall not have so occurred are then in effect, such Letters of Credit for which consent has been obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Sections 2.03(3) and (4Section 2.17(e)) under (and ratably participated in by Revolving Lenders pursuant to) the Revolving Commitments in respect of such non-terminating Classes tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (bii) to the extent not reallocated pursuant to immediately preceding clause (a) and unless provisions reasonably satisfactory to the applicable Issuing Bank for the treatment of such Letter of Credit as a letter of credit under a successor credit facility have been agreed uponi), the Borrower shall, on or prior to the applicable Maturity Date, cause all such Letters of Credit to be replaced and returned to the applicable Issuing Bank undrawn and marked “cancelled” or to the extent that the Borrower is unable to so replace and return any Letter(s) of Credit, such Letter(s) of Credit shall be backstopped by a “back to back” letter of credit reasonably satisfactory to the applicable Issuing Bank or the Borrower shall Cash Collateralize cash collateralize any such Letter of Credit in accordance with Section 2.03(72.17(i). If, for any reason, such cash collateral is not provided or the reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a maturity date with respect to a given tranche of Revolving Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such maturity date. Commencing with the maturity date of any tranche of Revolving Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranches.

Appears in 1 contract

Samples: Revolving Credit Agreement (Bankrate, Inc.)

Provisions Related to Extended Revolving Commitments. If the L/C Expiration Date in respect of any Class of Revolving Commitments occurs prior to the expiry date of any Letter of Credit, then (a) if consented to by the Issuing Bank which issued such Letter of CreditCredit and the Revolving Lenders under the applicable non-terminating Class, if one or more other Classes of Revolving Commitments in respect of which the L/C Expiration Date shall not have so occurred are then in effect, such Letters of Credit for which consent has been obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Sections 2.03(3) and (4)) under (and ratably participated in by Revolving Lenders pursuant to) the Revolving Commitments in respect of such non-terminating Classes up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (b) to the extent not reallocated pursuant to immediately preceding clause (a) and unless provisions reasonably satisfactory to the applicable Issuing Bank for the treatment of such Letter of Credit as a letter of credit under a successor credit facility have been agreed upon, the Borrower shall, on or prior to the applicable Maturity Date, cause all such Letters of Credit to be replaced and returned to the applicable Issuing Bank undrawn and marked “cancelled” or to the extent that the Borrower is unable to so replace and return any Letter(s) of CreditCredit or, such Letter(s) of Credit shall be backstopped by a “back to back” letter of credit reasonably satisfactory to the applicable Issuing Bank or the Borrower shall Cash Collateralize any such Letter of Credit in accordance with Section 2.03(7).

Appears in 1 contract

Samples: Credit Agreement (LifeStance Health Group, Inc.)

Provisions Related to Extended Revolving Commitments. If the L/C Expiration Date maturity date shall have occurred in respect of any Class of Revolving Commitments occurs prior at a time when another Class or Classes of Revolving Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swing Loans shall be repaid in full on such date (and there shall be no adjustment to the expiry participations in such Swing Loans as a result of the occurrence of such maturity date); provided, however, that if on the occurrence of such earliest maturity date (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of CreditCredit participations as contemplated in Section 2.05(o)), there shall exist sufficient unutilized extended Revolving Commitments so that the respective outstanding Swing Loans could be incurred pursuant the extended Revolving Commitments which will remain in effect after the occurrence of such maturity date, then (a) if consented to by the Issuing Bank which issued Swing Line Lender, there shall be an automatic adjustment on such Letter date of Credit, if one or more other Classes of Revolving Commitments the participations in respect of which the L/C Expiration Date such Swing Loans and same shall not have so occurred are then in effect, such Letters of Credit for which consent has been obtained shall automatically be deemed to have been issued (including for purposes incurred solely pursuant to the relevant extended Revolving Commitments, and such Swing Loans shall not be so required to be repaid in full on such earliest maturity date. For the avoidance of doubt, the commitment of the obligations of Swing Line Lender to act in its capacity as such cannot be extended beyond the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Sections 2.03(3) and (4)) under (and ratably participated in by Revolving Lenders pursuant to) the Revolving Commitments in respect of such non-terminating Classes up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (b) to the extent not reallocated pursuant to immediately preceding clause (a) and unless provisions reasonably satisfactory to the applicable Issuing Bank for the treatment of such Letter of Credit as a letter of credit under a successor credit facility have been agreed upon, the Borrower shall, on Maturity Date or increased without its prior to the applicable Maturity Date, cause all such Letters of Credit to be replaced and returned to the applicable Issuing Bank undrawn and marked “cancelled” or to the extent that the Borrower is unable to so replace and return any Letter(s) of Credit, such Letter(s) of Credit shall be backstopped by a “back to back” letter of credit reasonably satisfactory to the applicable Issuing Bank or the Borrower shall Cash Collateralize any such Letter of Credit in accordance with Section 2.03(7).written consent SECTION 2.05

Appears in 1 contract

Samples: Credit Agreement (American Public Education Inc)

Provisions Related to Extended Revolving Commitments. If the L/C Expiration Date maturity date in respect of any Class of Revolving Commitments occurs prior to the expiry date expiration of any Letter of Credit, then (ai) if consented to by the Issuing Bank which issued such Letter of Credit, if one or more other Classes of Revolving Commitments in respect of which the L/C Expiration Date maturity date shall not have so occurred are then in effect, such Letters of Credit for which consent has been obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Sections 2.03(3) and (4)this Section 2.05) under (and ratably participated in by Revolving Lenders pursuant to) the Revolving Commitments in respect of such non-non- terminating Classes up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (bii) to the extent not reallocated pursuant to immediately preceding clause (a) and unless provisions reasonably satisfactory to the applicable Issuing Bank for the treatment of such Letter of Credit as a letter of credit under a successor credit facility have been agreed uponi), the Borrower shall, on or prior to the applicable Maturity Date, cause all such Letters of Credit to be replaced and returned to the applicable Issuing Bank undrawn and marked “cancelled” or to the extent that the Borrower is unable to so replace and return any Letter(s) of Credit, such Letter(s) of Credit shall be backstopped by a “back to back” letter of credit reasonably satisfactory to the applicable Issuing Bank or the Borrower shall Cash Collateralize cash collateralize any such Letter of Credit in accordance with Section 2.03(7).the terms hereof. If, for any reason, such cash collateral is not provided or the reallocation does not occur, the Revolving Lenders under the maturing Class shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a maturity date with respect to a given Class of Revolving Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such maturity date. Commencing with the maturity date of any Class of Revolving Commitments, the sub-limit for Letters of Credit shall be agreed with the Revolving Lenders under the extended Classes. For the avoidance of doubt, notwithstanding anything contained herein, the commitment of any Issuing Bank to act in its capacity as such cannot be extended beyond the Revolving Maturity Date or increased without its prior written consent. SECTION 2.06

Appears in 1 contract

Samples: Credit Agreement (American Public Education Inc)

Provisions Related to Extended Revolving Commitments. If the L/C Expiration Date maturity date in respect of any Class tranche of Revolving Commitments occurs prior to the expiry date expiration of any Letter of Credit, then (ai) if consented to by the Issuing Bank which issued such Letter of Credit, if one or more other Classes tranches of Revolving Commitments in respect of which the L/C Expiration Date maturity date shall not have so occurred are then in effect, such Letters of Credit for which consent has been obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Sections 2.03(3) and (4Section 2.05(e)) under (and ratably participated in by Revolving Lenders pursuant to) the Revolving Commitments in respect of such non-terminating Classes tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (bii) to the extent not reallocated pursuant to immediately preceding clause (a) and unless provisions reasonably satisfactory to the applicable Issuing Bank for the treatment of such Letter of Credit as a letter of credit under a successor credit facility have been agreed uponi), the Borrower shall, on or prior to the applicable Maturity Date, cause all such Letters of Credit to be replaced and returned to the applicable Issuing Bank undrawn and marked “cancelled” or to the extent that the Borrower is unable to so replace and return any Letter(s) of Credit, such Letter(s) of Credit shall be backstopped by a “back to back” letter of credit reasonably satisfactory to the applicable Issuing Bank or the Borrower shall Cash Collateralize cash collateralize any such Letter of Credit in accordance with Section 2.03(72.05(j). If, for any reason, such cash collateral is not provided or the reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a 57 maturity date with respect to a given tranche of Revolving Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such maturity date. Commencing with the maturity date of any tranche of Revolving Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranches.

Appears in 1 contract

Samples: Credit Agreement (Burger King Holdings Inc)

Provisions Related to Extended Revolving Commitments. If the L/C Letter of Credit Expiration Date in respect of any Class tranche of Revolving Commitments occurs prior to the expiry date of any Letter of Credit, then (ai) if consented to by the Issuing Bank which issued such Letter of Credit, if one or more other Classes tranches of Revolving Commitments in respect of which the L/C Letter of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit for which consent has been obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Sections 2.03(3Section 2.04(c) (Letters of Credit) and (4d)) under (and ratably participated in by Revolving Lenders pursuant to) the Revolving Commitments in respect of such non-terminating Classes tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (bii) to the extent not reallocated pursuant to immediately preceding clause (a) and unless provisions reasonably satisfactory to the applicable Issuing Bank for the treatment of such Letter of Credit as a letter of credit under a successor credit facility have been agreed uponi), the Borrower shall, on or prior to the applicable Maturity Date, cause all such Letters of Credit to be replaced and returned to the applicable Issuing Bank undrawn and marked “cancelled” or to the extent that the Borrower is unable to so replace and return any Letter(s) of Credit, such Letter(s) of Credit shall be backstopped by a “back to back” letter of credit reasonably satisfactory to the applicable Issuing Bank or the Borrower shall Cash Collateralize any such Letter of Credit in accordance with Section 2.03(72.04(g) (Letters of Credit). Upon the maturity date of any tranche of Revolving Commitments, the sublimit, if any, for Letters of Credit may be reduced as agreed between the Issuing Banks and the Borrower, without the consent of any other Person.

Appears in 1 contract

Samples: Credit Agreement (TransMontaigne Partners LLC)

Provisions Related to Extended Revolving Commitments. If the L/C Expiration Maturity Date shall have occurred in respect of any Class of Revolving Commitments occurs prior to (the expiry date “Expiring Credit Commitment”) at a time when another Class or Classes of any Letter of CreditRevolving Commitments is or are in effect with a later Maturity Date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then (a) with respect to each outstanding Swing Line Loan, if consented to by the Issuing Bank which issued applicable Swing Line Lender and the applicable Revolving Lenders holding such Letter of CreditNon-Expiring Credit Commitments, if one on the earliest occurring Maturity Date such Swing Line Loan shall be deemed reallocated to the Class or more other Classes of Revolving the Non-Expiring Credit Commitments in respect of which the L/C Expiration Date shall not have so occurred are then in effect, such Letters of Credit for which consent has been obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Sections 2.03(3) and (4)) under (and ratably participated in by Revolving Lenders pursuant to) the Revolving Commitments in respect of such non-terminating Classes up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Commitments thereunder at such time (it being understood on a pro rata basis; provided that no partial face amount of any Letter of Credit may be so reallocated) and (b) to the extent not reallocated pursuant to immediately preceding clause (a) and unless provisions reasonably satisfactory to the applicable Issuing Bank for the treatment of such Letter of Credit as a letter of credit under a successor credit facility have been agreed upon, the Borrower shall, on or prior to the applicable Maturity Date, cause all such Letters of Credit to be replaced and returned to the applicable Issuing Bank undrawn and marked “cancelled” or to the extent that the Borrower is unable amount of such reallocation would cause the aggregate credit exposure to so replace exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such 140 reallocation (after giving effect to any repayments of Revolving Loans and return any Letter(s) reallocation of Credit, such Letter(s) Letter of Credit participations as contemplated in Section 2.03(12)) the amount of Swing Line Loans to be reallocated equal to such excess shall be backstopped by repaid and (b) notwithstanding the foregoing, if a “back to back” letter of credit reasonably satisfactory to the applicable Issuing Bank or Default has occurred and is continuing, the Borrower shall Cash Collateralize any such Letter still be obligated to pay Swing Line Loans allocated to the Revolving Lenders holding the Expiring Credit Commitments at the Maturity Date of the Expiring Credit in accordance with Section 2.03(7)Commitment or if the Loans have been accelerated prior to the Maturity Date of the Expiring Credit Commitment.

Appears in 1 contract

Samples: Credit Agreement (LifeStance Health Group, Inc.)

Provisions Related to Extended Revolving Commitments. If the L/C Expiration Date in respect of any Class of Revolving Commitments occurs prior to the expiry date of any Letter of Credit, then (a) if consented to by the Issuing Bank which issued such Letter of CreditCredit and the Revolving Lenders under the applicable non-terminating Class, if one or more other Classes of Revolving Commitments in respect of which the L/C Expiration Date shall not have so occurred are then in effect, such Letters of Credit for which consent has been obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Sections 2.03(3) and (4)) under (and ratably participated in by Revolving Lenders pursuant to) the Revolving Commitments in respect of such non-terminating Classes up to an aggregate amount not to exceed the aggregate principal amount of the unutilized 147 Revolving Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (b) to the extent not reallocated pursuant to immediately preceding clause (a) and unless provisions reasonably satisfactory to the applicable Issuing Bank for the treatment of such Letter of Credit as a letter of credit under a successor credit facility have been agreed upon, the Borrower shall, on or prior to the applicable Maturity Date, cause all such Letters of Credit to be replaced and returned to the applicable Issuing Bank undrawn and marked “cancelled” or to the extent that the Borrower is unable to so replace and return any Letter(s) of CreditCredit or, such Letter(s) of Credit shall be backstopped by a “back to back” letter of credit reasonably satisfactory to the applicable Issuing Bank or the Borrower shall Cash Collateralize any such Letter of Credit in accordance with Section 2.03(7).

Appears in 1 contract

Samples: Credit Agreement (LifeStance Health Group, Inc.)

Provisions Related to Extended Revolving Commitments. If the L/C Letter of Credit Expiration Date in respect of any Class tranche of Revolving Commitments occurs prior to the expiry date of any Letter of Credit, then (ai) if consented to by the Issuing Bank which issued such Letter of Credit, if one or more other Classes tranches of Revolving Commitments in respect of which the L/C Letter of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit for which consent has been obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Sections 2.03(3Section 2.04(c) and (4d)) under (and ratably participated in by Revolving Lenders pursuant to) the Revolving Commitments in respect of such non-terminating Classes tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (bii) to the extent not reallocated pursuant to immediately preceding clause (a) and unless provisions reasonably satisfactory to the applicable Issuing Bank for the treatment of such Letter of Credit as a letter of credit under a successor credit facility have been agreed uponi), the Borrower shall, on or prior to the applicable Maturity Date, cause all such Letters of Credit to be replaced and returned to the applicable Issuing Bank undrawn and marked “cancelled” or to the extent that the Borrower is unable to so replace and return any Letter(s) of Credit, such Letter(s) of Credit shall be backstopped by a “back to back” letter of credit reasonably satisfactory to the applicable Issuing Bank or the Borrower shall Cash Collateralize any such Letter of Credit in accordance with Section 2.03(72.04(g). Upon the maturity date of any tranche of Revolving Commitments, the sublimit, if any, for Letters of Credit may be reduced as agreed between the Issuing Banks and the Borrower, without the consent of any other Person.

Appears in 1 contract

Samples: Credit Agreement (TransMontaigne Partners LLC)

Provisions Related to Extended Revolving Commitments. If the L/C Expiration Date in respect of any Class of Revolving Commitments occurs prior to the expiry date of any Letter of Credit, then (a) if consented to by the Issuing Bank which issued such Letter of Credit, if one or more other Classes of Revolving Commitments in respect of which the L/C Expiration Date shall not have so occurred are then in effect, such Letters of Credit for which consent has been obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Sections 2.03(3) and (4)) under (and ratably participated in by Revolving Lenders pursuant to) the Revolving Commitments in respect of such non-terminating Classes up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (b) to the extent not reallocated pursuant to immediately preceding clause (a) and unless provisions reasonably satisfactory to the applicable Issuing Bank for the treatment of such Letter of Credit as a letter of credit under a successor credit facility have been agreed upon, the Borrower Borrowers shall, on or prior to the applicable Maturity Date, cause all such Letters of Credit to be replaced and returned to the applicable Issuing Bank undrawn and marked “cancelled” or to the extent that the Borrower is Borrowers are unable to so replace and return any Letter(s) of Credit, such Letter(s) of Credit shall be backstopped by a “back to back” letter of credit reasonably satisfactory to the applicable Issuing Bank or the Borrower Borrowers shall Cash Collateralize any such Letter of Credit in accordance with Section 2.03(7).

Appears in 1 contract

Samples: Credit Agreement (Chobani Inc.)

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