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

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (a) if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have been issued under such other tranches, automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 and 3.5) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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), the Borrower shall Cash Collateralize any such Letter of Credit. Commencing with the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit shall be agreed solely with each applicable Issuing Lender.

Appears in 7 contracts

Samples: Credit Agreement (SYNAPTICS Inc), Credit Agreement (SYNAPTICS Inc), First Amendment and Lender Joinder Agreement (SYNAPTICS Inc)

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Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Date maturity date shall have occurred in respect of any tranche of Revolving Commitments (the “Expiring Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (aCommitment”) if one at a time when another tranche or more other tranches of Revolving Commitments is or are in effect with a longer maturity date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swing Loan, if consented to by the applicable Swing Line Lender, on the earliest occurring maturity date such Swing Loan shall be deemed reallocated to the tranche or tranches of the Non-Expiring Credit Commitments in respect of which the Letter of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit shall, on a pro rata basis; provided that to the extent such Letters of Credit could have been issued under such other tranches, automatically be deemed to have been issued (including for purposes of that the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 and 3.5) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect amount of such non-terminating tranches up to an reallocation would cause the aggregate amount not credit exposure to exceed the aggregate principal amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation the unutilized Revolving Credit Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may Swing Loans to be so reallocated) and (b) reallocated equal to the extent not reallocated pursuant to the immediately preceding clause (a), the Borrower such excess shall be repaid or Cash Collateralize any such Letter of CreditCollateralized. Commencing with Upon the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Letters Swing Loans may be reduced as agreed between the Swing Line Lender and the Borrower, without the consent of Credit shall be agreed solely with each applicable Issuing Lenderany other Person.

Appears in 7 contracts

Samples: Abl Credit Agreement (Builders FirstSource, Inc.), Credit Agreement (Builders FirstSource, Inc.), Credit Agreement (Builders FirstSource, Inc.)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (ai) if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have been issued under such other tranches, automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 Sections 2.03(c) and 3.5(d)) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 (ai), the Borrower shall Cash Collateralize any such Letter of Credit. Commencing Credit in accordance with the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit shall be agreed solely with each applicable Issuing LenderSection 2.03(g).

Appears in 7 contracts

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

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (ai) if consented to by the Letter of Credit Issuer which issued such Letter of Credit, if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have for which consent has been issued under such other tranches, obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 Sections 3.3 and 3.53.4) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 (ai), the Borrower Borrowers shall Cash Collateralize any such Letter of CreditCredit in accordance with Section 3.8. Commencing with Upon the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit shall may be reduced as agreed solely with each applicable Issuing Lenderbetween the Letter of Credit Issuer and the Borrowers, without the consent of any other Person.

Appears in 6 contracts

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

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Maturity Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date expiration of any Letter of Credit, then (ai) if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Maturity Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have been issued under such other tranches, shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 and 3.52.03(c)) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 (ai), the Borrower shall Cash Collateralize any such Letter of CreditCredit in accordance with Section 2.03(g). Commencing Except to the extent of reallocations of participations pursuant to clause (i) of the immediately preceding sentence, the occurrence of a Maturity Date with the maturity date of any respect to a given tranche of Revolving Credit Commitments, Commitments shall have no effect upon (and shall not diminish) the sublimit for Letters percentage participations of the Revolving Credit Lenders in any Letter of Credit shall be agreed solely with each applicable Issuing Lenderissued before such Maturity Date.

Appears in 5 contracts

Samples: Credit Agreement (Delta Tucker Holdings, Inc.), Credit Agreement (Delta Tucker Holdings, Inc.), Credit Agreement (Styron Canada ULC)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Revolving L/C Facility Maturity Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date of any Revolving Letter of Credit, then (ai) if consented to by the Revolving Letter of Credit Issuer which issued such Revolving Letter of Credit, if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Revolving L/C Facility Maturity Date shall not have so occurred are then in effect, such Revolving Letters of Credit shall, to the extent such Letters of Credit could have for which consent has been issued under such other tranches, obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 Sections 3.3 and 3.53.4) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit Commitments thereunder at such time (it being understood that no partial face amount of any Revolving Letter of Credit may be so reallocated) and (bii) to the extent not reallocated pursuant to the immediately preceding clause (ai), the Borrower shall Cash Collateralize any such Revolving Letter of CreditCredit in accordance with Section 3.8. Commencing with Upon the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Revolving Letters of Credit shall may be reduced as agreed solely with each applicable Issuing Lenderbetween the Revolving Letter of Credit Issuer and the Borrower, without the consent of any other Person.

Appears in 4 contracts

Samples: First Lien Credit Agreement (BrightSpring Health Services, Inc.), First Lien Credit Agreement (BrightSpring Health Services, Inc.), First Lien Credit Agreement (BrightSpring Health Services, Inc.)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Maturity Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date expiration of any Letter of Credit, then (ai) if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Maturity Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have been issued under such other tranches, shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 and 3.52.03(c)) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 (ai), the Borrower shall Cash Collateralize any such Letter of CreditCredit in accordance with Section 2.16. Commencing Except to the extent of reallocations of participations pursuant to clause (i) of the immediately preceding sentence, the occurrence of a Maturity Date with the maturity date of any respect to a given tranche of Revolving Credit Commitments, Commitments shall have no effect upon (and shall not diminish) the sublimit for Letters percentage participations of the Revolving Credit Lenders in any Letter of Credit shall be agreed solely with each applicable Issuing Lenderissued before such Maturity Date.

Appears in 4 contracts

Samples: Credit Agreement (AdvanSix Inc.), Credit Agreement (AdvanSix Inc.), Credit Agreement (Vista Outdoor Inc.)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Date in respect of any tranche Class of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (ai) if consented to by the Issuing Bank that issued such Letter of Credit, if one or more other tranches Classes of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have for which consent has been issued under such other tranches, obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 Sections 2.4(d) and 3.52.4(e) under (and ratably participated in by Revolving Credit Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches Classes up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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)i) 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 are unable to so replace and return any Letter(s) of Credit, such Letter(s) of Credit shall be secured by a “back to back” letter of credit reasonably satisfactory to the applicable Issuing Bank, the Borrower shall Cash Collateralize any such Letter of Credit. Commencing Credit in accordance with the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit shall be agreed solely with each applicable Issuing LenderSection 2.4(j).

Appears in 4 contracts

Samples: Credit Agreement (New Media Investment Group Inc.), Credit Agreement (New Media Investment Group Inc.), Credit Agreement (New Media Investment Group Inc.)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration L/C Facility Maturity Date in respect of any tranche Class of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (ai) if consented to by the Letter of Credit Issuer which issued such Letter of Credit, if one or more other tranches Classes of Revolving Credit Commitments in respect of which the Letter of Credit Expiration L/C Facility Maturity Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have for which consent has been issued under such other tranches, obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 Sections 3.3 and 3.53.4) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches Classes up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 (ai), the Borrower Borrowers shall Cash Collateralize any such Letter of CreditCredit in accordance with Section 3.7. Commencing with Upon the maturity date of any tranche Class of Revolving Credit Commitments, the sublimit for Letters of Credit shall may be reduced as agreed solely with each applicable Issuing Lenderbetween the Letter of Credit Issuer and the Borrower Representative, without the consent of any other Person.

Appears in 4 contracts

Samples: Credit Agreement (Canada Goose Holdings Inc.), Credit Agreement (Canada Goose Holdings Inc.), Credit Agreement (Canada Goose Holdings Inc.)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Maturity Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date expiration of any Letter of Credit, then (ai) if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Maturity Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have been issued under such other tranches, shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 and 3.52.03(c)) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating non‑terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 (ai), the Borrower shall Cash Collateralize any such Letter of CreditCredit in accordance with Section 2.16. Commencing Except to the extent of reallocations of participations pursuant to clause (i) of the immediately preceding sentence, the occurrence of a Maturity Date with the maturity date of any respect to a given tranche of Revolving Credit Commitments, Commitments shall have no effect upon (and shall not diminish) the sublimit for Letters percentage participations of the Revolving Credit Lenders in any Letter of Credit shall be agreed solely with each applicable Issuing Lenderissued before such Maturity Date.

Appears in 4 contracts

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

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration 2020 L/C Facility Maturity Date in respect of any tranche of Revolving 2020 Letter of Credit Commitments occurs prior to the expiry date of any 2020 Letter of Credit, then (ai) if consented to by the 2020 Letter of Credit Issuer which issued such 2020 Letter of Credit, if one or more other tranches of Revolving 2020 Letter of Credit Commitments in respect of which the Letter of Credit Expiration 2020 L/C Facility Maturity Date shall not have so occurred are then in effect, such 2020 Letters of Credit shall, to the extent such Letters of Credit could have for which consent has been issued under such other tranches, obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the 2020 Additional Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 Sections 3.3 and 3.53.4) under (and ratably participated in by Lenders pursuant to) the Revolving 2020 Letter of Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving 2020 Letter of Credit Commitments thereunder at such time (it being understood that no partial face amount of any 2020 Letter of Credit may be so reallocated) and (bii) to the extent not reallocated pursuant to the immediately preceding clause (ai), the Borrower shall Cash Collateralize any such 2020 Letter of CreditCredit in accordance with Section 3A.8. Commencing with Upon the maturity date of any tranche of Revolving 2020 Letter of Credit Commitments, the sublimit for 2020 Letters of Credit shall may be reduced as agreed solely with each applicable Issuing Lenderbetween the 2020 Letter of Credit Issuer and the Borrower, without the consent of any other Person.

Appears in 4 contracts

Samples: First Lien Credit Agreement (BrightSpring Health Services, Inc.), First Lien Credit Agreement (BrightSpring Health Services, Inc.), First Lien Credit Agreement (BrightSpring Health Services, Inc.)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (ai) if consented to by the L/C Issuer which issued such Letter of Credit, if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have for which consent has been issued under such other tranches, obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 2.03(c) and 3.5(d)) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 (ai), the Borrower shall Cash Collateralize any such Letter of CreditCredit in accordance with Section 2.03(g). Commencing with the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit shall be agreed solely with each applicable Issuing Lenderthe L/C Issuer.

Appears in 4 contracts

Samples: Abl Credit Agreement (Prestige Consumer Healthcare Inc.), Abl Credit Agreement (Prestige Brands Holdings, Inc.), Credit Agreement (APX Group Holdings, Inc.)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (ai) if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have been issued under such other tranches, automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 Sections 2.03(c) and 3.5(d)) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 (ai), the Borrower shall Cash Collateralize any such Letter of CreditCredit in accordance with Section 2.03(g). Commencing with the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit shall be agreed solely with each applicable Issuing LenderL/C Issuer.

Appears in 4 contracts

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

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Maturity Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date expiration of any Letter of Credit, then (ai) if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Maturity Date shall not have so occurred are then in effecteffect and such Letter of Credit would otherwise be available under such tranche of Revolving Credit Commitments, such Letters of Credit shall, to the extent such Letters of Credit could have been issued under such other tranches, shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 2.7(d) and 3.5(e)) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating maturing tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 (ai), the applicable Revolver Borrower shall Cash Collateralize cash collateralize any such Letter of CreditCredit in accordance with Section 2.7(j). Commencing For the avoidance of doubt, commencing with the maturity date Maturity Date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit under any tranche of Revolving Credit Commitments that has not so then matured shall be as agreed solely in the relevant Permitted Amendment with each the applicable Issuing LenderRevolving Credit Lenders.

Appears in 3 contracts

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

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (ai) if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have been issued under such other tranches, automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 Sections 2.03(c) and 3.5(d)) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 (ai), the Borrower shall Cash Collateralize any such Letter of Credit. Commencing Credit in accordance with the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit shall be agreed solely with each applicable Issuing LenderSection 2.03(g).

Appears in 3 contracts

Samples: Assignment and Assumption (Signify Health, Inc.), Credit Agreement (Signify Health, Inc.), Credit Agreement (Signify Health, Inc.)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Maturity Date shall have occurred in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (a) if one at a time when another tranche or more other tranches of Revolving Credit Commitments is or are in respect effect with a longer Maturity Date, then on the earliest occurring Maturity Date all then outstanding Swing Line Loans shall be repaid in full on such date (and there shall be no adjustment to the participations in such Swing Line Loans as a result of which 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 Credit Loans and any reallocation of Letter of Credit Expiration Date participations as contemplated in Section 2.03(l)), there shall not have exist sufficient unutilized Extended Revolving Credit Commitments so occurred are that the respective outstanding Swing Line Loans could be incurred pursuant the Extended Revolving Credit Commitments which will remain in effect after the occurrence of such Maturity Date, then there shall be an automatic adjustment on such date of the participations in effect, such Letters of Credit shall, to the extent such Letters of Credit could have been issued under such other tranches, automatically Swing Line Loans and same shall be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 and 3.5) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 incurred solely pursuant to the immediately preceding clause (a), the Borrower shall Cash Collateralize any such Letter of Credit. Commencing with the maturity date of any tranche of relevant Extended Revolving Credit Commitments, the sublimit for Letters of Credit and such Swing Line Loans shall not be agreed solely with each applicable Issuing Lenderso required to be repaid in full on such earliest Maturity Date.

Appears in 3 contracts

Samples: Credit Agreement (Delta Tucker Holdings, Inc.), Credit Agreement (Delta Tucker Holdings, Inc.), Credit Agreement (Phoenix Consulting Group, LLC)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Date maturity date shall have occurred in respect of any tranche of Revolving Commitments (the “Expiring Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (aCommitment”) if one at a time when another tranche or more other tranches of Revolving Commitments is or are in effect with a longer maturity date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swing Loan, if consented to by the applicable Swing Line Lender, on the earliest occurring maturity date such Swing Loan shall be deemed reallocated to the tranche or tranches of the Non-Expiring Credit Commitments in respect of which the Letter of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit shall, on a pro rata basis; provided that to the extent such Letters of Credit could have been issued under such other tranches, automatically be deemed to have been issued (including for purposes of that the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 and 3.5) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect amount of such non-terminating tranches up to an reallocation would cause the aggregate amount not credit exposure to exceed the aggregate principal amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation the unutilized Revolving Credit Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may Swing Loans to be so reallocated) and (b) reallocated equal to the extent not reallocated pursuant to the immediately preceding clause (a), the Borrower such excess shall be repaid or Cash Collateralize any such Letter of CreditCollateralized. Commencing with Upon the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Letters Swing Loans may be reduced as agreed between the Swing Line Lender and the applicable Borrowers, without the consent of Credit shall be agreed solely with each applicable Issuing Lenderany other Person.

Appears in 3 contracts

Samples: Credit Agreement (Patheon Holdings Cooperatief U.A.), Credit Agreement (Patheon Inc), Credit Agreement (JGWPT Holdings Inc.)

Provisions Related to Extended Revolving Credit Commitments. If Subject to Section 2.03(a)(ii)(G), if the Letter of Credit Expiration Date maturity date in respect of any tranche Class of Revolving Credit Commitments occurs prior to the expiry date expiration of any Letter of Credit, then (ai) if one or more other tranches Classes of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Date maturity date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have been issued under such other tranches, shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 and 3.52.03(c)) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches Classes up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 (ai), the Borrower Borrowers shall Cash Collateralize cash collateralize any such Letter of Credit in accordance with Section 2.15. If, for any reason, such Cash Collateral is not provided or the reallocation does not occur, the Revolving Credit 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 Credit Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Credit Lenders in any Letter of Credit issued before such maturity date. Commencing with the maturity date of any tranche Class of Revolving Credit Commitments, the sublimit for Letters of Credit shall be agreed solely with each applicable Issuing Lenderthe Lenders under the remaining Classes.

Appears in 3 contracts

Samples: Credit Agreement (NPC Restaurant Holdings, LLC), Credit Agreement (NPC Restaurant Holdings, LLC), Franchise Agreement (NPC Operating Co B, Inc.)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration L/C Facility Maturity Date in respect of any tranche Class of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (ai) if consented to by the Letter of Credit Issuer which issued such Letter of Credit, if one or more other tranches Classes of Revolving Credit Commitments in respect of which the Letter of Credit Expiration L/C Facility Maturity Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have for which consent has been issued under such other tranches, obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 Sections 3.3 and 3.53.4) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches Classes up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 (ai), the Borrower shall Cash Collateralize any such Letter of CreditCredit in accordance with Section 3.8. Commencing with Upon the maturity date of any tranche Class of Revolving Credit Commitments, the sublimit for Letters of Credit shall may be reduced as agreed solely with each applicable Issuing Lenderbetween the Letter of Credit Issuer and the Borrower, without the consent of any other Person.

Appears in 3 contracts

Samples: First Lien Credit Agreement (Aveanna Healthcare Holdings, Inc.), Intercreditor Agreement (Aveanna Healthcare Holdings, Inc.), Credit Agreement (Blue Coat, Inc.)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (ai) if consented to by the LC Issuer which issued such Letter of Credit, if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have for which consent has been issued under such other tranches, obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 2.05(f) and 3.5(g)) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 (ai), the Borrower Borrowers shall Cash Collateralize any such Letter of CreditCredit in accordance with Section 2.05(a). Commencing with Upon the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit shall may be reduced as agreed solely with each applicable Issuing Lenderbetween the LC Issuers and the Parent Borrower, without the consent of any other Person.

Appears in 3 contracts

Samples: Credit Agreement (PGT, Inc.), Credit Agreement (Patheon Inc), Credit Agreement (PGT, Inc.)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Date maturity date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date expiration of any Letter of Credit, then (ai) if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Date maturity date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have been issued under such other tranches, shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 and 3.52.03(d) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) reallocated and (bii) to the extent not reallocated pursuant to the immediately preceding clause (ai), the Borrower shall Cash Collateralize any such Letter of Credit in accordance with Section 2.17. If, for any reason, such Cash Collateral is not provided or the reallocation does not occur, the Revolving Credit 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 Credit Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Credit Lenders in any Letter of Credit issued before such maturity date. Commencing with the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit shall be agreed solely with each applicable Issuing Lenderthe Lenders under the extended tranches.

Appears in 3 contracts

Samples: Credit Agreement (Media General Inc), Credit Agreement (Nexstar Broadcasting Group Inc), Credit Agreement (Mission Broadcasting Inc)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Maturity Date in respect of any tranche of Participating Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (ai) if one or more other tranches of Participating Revolving Credit Commitments are then in respect of which the effect (or will automatically be in effect upon such maturity), such Letter of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have been issued under such other tranches, automatically be deemed to have been issued (including for purposes of the obligations of the Participating Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 Sections 2.03(c) and 3.5(d)) under (and ratably participated in by Participating Revolving Credit Lenders pursuant to) the non-terminating Participating Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Participating Revolving Credit Commitments thereunder continuing 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)i) and unless provisions reasonably satisfactory to the applicable 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 Company shall, on or prior to the applicable Maturity Date, cause all such Letters of Credit to be replaced and returned to the applicable L/C Issuer undrawn and marked “cancelled” or to the extent that the Company is unable to so replace and return any Letter(s) of Credit, such Letter(s) of Credit shall be secured by a “back to back” letter of credit reasonably satisfactory to the applicable L/C Issuer or the Company shall Cash Collateralize any such Letter of CreditCredit in accordance with Section 2.03(g). Commencing with the maturity date Maturity Date of any tranche Class of Revolving Credit Commitments, the sublimit for Letters applicable Letter of Credit Sublimit shall be in an amount agreed solely with each applicable Issuing Lenderthe L/C Issuer.

Appears in 3 contracts

Samples: Credit Agreement (Liberty Latin America Ltd.), Credit Agreement (Liberty Latin America Ltd.), Credit Agreement (Liberty Latin America Ltd.)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Maturity Date in respect of any tranche of Participating Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (ai) if one or more other tranches of Participating Revolving Credit Commitments are then in respect of which the effect (or will automatically be in effect upon such maturity), such Letter of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have been issued under such other tranches, automatically be deemed to have been issued (including for purposes of the obligations of the Participating Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 Sections 2.03(c) and 3.5(d)) under (and ratably participated in by Participating Revolving Credit Lenders pursuant to) the non-terminating Participating Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Participating Revolving Credit Commitments thereunder continuing 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)i) and unless provisions reasonably satisfactory to the applicable 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 Company shall, on or prior to the applicable Maturity Date, cause all such Letters of Credit to be replaced and returned to the applicable L/C Issuer undrawn and marked “cancelled” or to the extent that the Company is unable to so replace and return any Letter(s) of Credit, such Letter(s) of Credit shall be secured by a “back to back” letter of credit reasonably satisfactory to the applicable L/C Issuer or the applicable Borrower shall Cash Collateralize any such Letter of CreditCredit in accordance with Section 2.03(g). Commencing with the maturity date Maturity Date of any tranche Class of Revolving Credit Commitments, unless otherwise set forth herein, the sublimit for Letters applicable Letter of Credit Sublimit shall be in an amount agreed solely with each the applicable Issuing LenderL/C Issuer.

Appears in 2 contracts

Samples: Credit Agreement (Liberty Latin America Ltd.), Credit Agreement (Liberty Latin America Ltd.)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Maturity Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date expiration of any Letter of Credit, then (ai) if one or more other tranches of Revolving Credit Commitments (or, in the case of any Letter of Credit denominated in Canadian Dollars, if one or more other tranches of Canadian Tranche Revolving Credit Commitments) in respect of which the Letter of Credit Expiration Maturity Date shall not have so occurred are then in effecteffect and such Letter of Credit would otherwise be available under such tranche of Revolving Credit Commitments, such Letters of Credit shall, to the extent such Letters of Credit could have been issued under such other tranches, shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 2.7(d) and 3.5(e)) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating maturing tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 (ai), the applicable Borrower shall Cash Collateralize cash collateralize any such Letter of CreditCredit in accordance with Section 2.7(j). Commencing For the avoidance of doubt, commencing with the maturity date Maturity Date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit under any tranche of Revolving Credit Commitments that has not so then matured shall be as agreed solely in the relevant Permitted Amendment with each the applicable Issuing LenderRevolving Credit Lenders.

Appears in 2 contracts

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

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Date maturity date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date expiration of any Letter of Credit, then (ai) if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Date maturity date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have been issued under such other tranches, shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 and 3.52.03(d)) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 (ai), the Borrower shall Cash Collateralize any such Letter of Credit in accordance with Section 2.03(g). If, for any reason, such Cash Collateral is not provided or the reallocation does not occur, the Revolving Credit 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 Credit Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Credit Lenders in any Letter of Credit issued before such maturity date. Commencing with the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit shall be agreed solely with each applicable Issuing Lenderthe Lenders under the extended tranches.

Appears in 2 contracts

Samples: Credit Agreement (Sensata Technologies Holding PLC), Credit Agreement (Sensata Technologies Holding PLC)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (ai) if consented to by the L/C Issuer which issued such Letter of Credit, if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have for which consent has been issued under such other tranches, obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 2.03(c) and 3.5(d)) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 (ai), the Borrower shall Cash Collateralize any such Letter of CreditCredit in accordance with Section 2.03(g). Commencing with Upon the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit shall may be reduced as agreed solely with each applicable Issuing Lenderbetween the L/C Issuers and the Borrower, without the consent of any other Person.

Appears in 2 contracts

Samples: Credit Agreement (Beasley Broadcast Group Inc), Credit Agreement (Beasley Broadcast Group Inc)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Maturity Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date expiration of any Letter of Credit, then (ai) if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Maturity Date shall not have so occurred are then in effecteffect and such Letter of Credit would otherwise be available under such tranche of Revolving Credit Commitments, such Letters of Credit shall, to the extent such Letters of Credit could have been issued under such other tranches, shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 2.4(d) and 3.5(e)) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating maturing tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 (ai), the applicable Borrower shall Cash Collateralize cash collateralize any such Letter of CreditCredit in accordance with Section 2.4(j). Commencing For the avoidance of doubt, commencing with the maturity date Maturity Date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit under any tranche of Revolving Credit Commitments that has not so then matured shall be as agreed solely in the relevant Permitted Amendment with each the applicable Issuing LenderRevolving Credit Lenders.

Appears in 2 contracts

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

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Date maturity date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date expiration of any Letter of Credit, then (ai) if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Date maturity date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have been issued under such other tranches, shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 and 3.52.03(d) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) reallocated and (bii) to the extent not reallocated pursuant to the immediately preceding clause (ai), the Borrower Representative shall Cash Collateralize any such Letter of Credit in accordance with Section 2.17. If, for any reason, such Cash Collateral is not provided or the reallocation does not occur, the Revolving Credit 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 Credit Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Credit Lenders in any Letter of Credit issued before such maturity date. Commencing with the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit shall be agreed solely with each applicable Issuing Lenderthe Lenders under the extended tranches.

Appears in 2 contracts

Samples: Credit Agreement (Media General Inc), Credit Agreement (Media General Inc)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration L/C Facility Maturity Date in respect of any tranche Class of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (ai) if consented to by the applicable Letter of Credit Issuer which issued such Letter of Credit, if one or more other tranches Classes of Revolving Credit Commitments in respect of which the Letter of Credit Expiration L/C Facility Maturity Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have for which consent has been issued under such other tranches, obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 Sections 3.3 and 3.53.4) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches Classes up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 (ai), the Borrower shall Cash Collateralize Collateralize, “roll” or “grandfather” into a new credit facility, or backstop in a manner reasonably acceptable to the applicable Letter of Credit Issuer and the Administrative Agent, any such Letter of CreditCredit in accordance with Section 3.8. Commencing with Upon the maturity date of any tranche Class of Revolving Credit Commitments, the sublimit for Letters of Credit shall may be reduced as agreed solely with each between the applicable Issuing Lender.Letter of Credit Issuer and the Borrower, without the consent of any other Person. 150

Appears in 2 contracts

Samples: Credit Agreement (Surgery Partners, Inc.), Credit Agreement (Surgery Partners, Inc.)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration L/C Facility Maturity Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (ai) if consented to by the Letter of Credit Issuer which issued such Letter of Credit, if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration L/C Facility Maturity Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have for which consent has been issued under such other tranches, obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 Sections 3.3 and 3.53.4) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 (ai), the applicable Borrower shall Cash Collateralize any such Letter of CreditCredit in accordance with Section 3.8. Commencing with Upon the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit shall may be reduced as agreed solely with each applicable Issuing Lenderbetween the Letter of Credit Issuer and the Parent Borrower, without the consent of any other Person.

Appears in 2 contracts

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

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Date maturity date shall have occurred in respect of any tranche of Revolving Commitments (the “Expiring Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (aCommitment”) if one at a time when another tranche or more other tranches of Revolving Commitments is or are in effect with a longer maturity date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swing Loan, if consented to by the applicable Swing Line Lender, on the earliest occurring maturity date, such Swing Loan shall be deemed reallocated to the tranche or tranches of the Non-Expiring Credit Commitments in respect of which the Letter of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit shall, on a pro rata basis; provided that to the extent such Letters of Credit could have been issued under such other tranches, automatically be deemed to have been issued (including for purposes of that the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 and 3.5) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect amount of such non-terminating tranches up to an reallocation would cause the aggregate amount not credit exposure to exceed the aggregate principal amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation the unutilized Revolving Credit Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may Swing Loans to be so reallocated) and (b) reallocated equal to the extent not reallocated pursuant to the immediately preceding clause (a), the Borrower such excess shall be repaid or Cash Collateralize any such Letter of CreditCollateralized. Commencing with Upon the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Letters Swing Loans may be reduced as agreed between the Swing Line Lender and the Borrowers, without the consent of Credit shall be agreed solely with each applicable Issuing Lenderany other Person.

Appears in 2 contracts

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

Provisions Related to Extended Revolving Credit Commitments. If the Letter expiration date for Letters of Credit Expiration Date in respect of any tranche Class of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (ai) if consented to by Issuing Bank that issued such Letter of Credit, if one or more other tranches Classes of Revolving Credit Commitments in respect of which the Letter expiration date for Letters of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have for which consent has been issued under such other tranches, obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 2.4(d) and 3.5(e)) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches Classes up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 (ai), the Borrower shall Cash Collateralize any such Letter of CreditCredit in an amount equal to the Minimum Collateral Amount. Commencing with Upon the maturity date of any tranche Class of Revolving Credit Commitments, the sublimit for Letters of Credit shall may be reduced as agreed solely with each applicable between Issuing LenderBanks and Borrower, without the consent of any other Person.

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (American Casino & Entertainment Properties LLC), First Lien Credit and Guaranty Agreement (American Casino & Entertainment Properties LLC)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration L/C Facility Maturity Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (ai) if consented to by the Letter of Credit Issuer which issued such Letter of Credit, if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration L/C Facility Maturity Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have for which consent has been issued under such other tranches, obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 Sections 3.3 and 3.53.4) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 (ai), the Borrower shall Cash Collateralize any such Letter of CreditCredit in accordance with Section 3.8. Commencing with Upon the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit shall may be reduced as agreed solely with each applicable Issuing Lenderbetween the Letter of Credit Issuer and the Borrower, without the consent of any other Person.

Appears in 2 contracts

Samples: First Lien Credit Agreement (BrightSpring Health Services, Inc.), First Lien Credit Agreement (BrightSpring Health Services, Inc.)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (ai) if consented to by the Letter of Credit Issuer which issued such Letter of Credit, if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have for which consent has been issued under such other tranches, obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 Sections 3.3 and 3.53.4) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-non- terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 (ai), the Borrower shall Cash Collateralize any such Letter of CreditCredit in accordance with Section 3.8. Commencing with Upon the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit shall may be reduced as agreed solely with each applicable Issuing Lenderbetween the Letter of Credit Issuer and the Borrower, without the consent of any other Person.

Appears in 2 contracts

Samples: Intercreditor Agreement (Focus Financial Partners Inc.), Intercreditor Agreement (Focus Financial Partners Inc.)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (ai) if consented to by the L/C Issuer which issued such Letter of Credit, if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have for which consent has been issued under such other tranches, obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 Sections 2.03(c) and 3.5(d)) under (and ratably participated in by Revolving Credit Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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)i) and unless provisions reasonably satisfactory to the applicable 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 applicable Borrower shall, on or prior to the applicable Maturity Date, cause all such Letters of Credit to be replaced and returned to the applicable L/C Issuer undrawn and marked “cancelled” or to the extent that the applicable Borrower is unable to so replace and return any Letter(s) of Credit, such Letter(s) of Credit shall be secured by a “back to back” letter of credit reasonably satisfactory to the applicable L/C Issuer or the Borrowers shall Cash Collateralize any such Letter of CreditCredit in accordance with Section 2.03(g). Commencing with the maturity date Maturity Date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit shall be agreed solely with each applicable Issuing Lenderthe L/C Issuer.

Appears in 2 contracts

Samples: Security Agreement (Bloomin' Brands, Inc.), Credit Agreement (Bloomin' Brands, Inc.)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Date maturity date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date expiration of any Letter of Credit, then (ai) if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Date maturity date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have been issued under such other tranches, shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 and 3.52.03(c)) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 (ai), the Borrower Borrowers shall Cash Collateralize any such Letter of Credit in accordance with Section 2.03(f). If, for any reason, such Cash Collateral is not provided or the reallocation does not occur, the Revolving Credit 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 Credit Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Credit Lenders in any Letter of Credit issued before such maturity date. Commencing with the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit shall be agreed solely with each applicable Issuing Lenderthe Lenders under the extended tranches.

Appears in 2 contracts

Samples: Credit Agreement (Kinetic Concepts Inc), Credit Agreement (KCI Animal Health, LLC)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Date maturity date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date expiration of any Letter of Credit, then (ai) if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Date maturity date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have been issued under such other tranches, shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 2.8(d) and 3.5(e)) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 (ai), the Borrower shall Cash Collateralize cash collateralize any such Letter of CreditCredit in accordance with Section 2.8(j). Commencing For the avoidance of doubt, commencing with the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit under any tranche of Revolving Credit Commitments that has not so then matured shall be as agreed solely in the relevant Permitted Amendment with each applicable Issuing Lendersuch Revolving Credit Lenders.

Appears in 2 contracts

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

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Date maturity date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date expiration of any Letter of Credit, then (ai) if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Date maturity date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have been issued under such other tranches, shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 and 3.5‎Section 2.03(d)) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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(i), the Borrower shall Cash Collateralize any such Letter of Credit in accordance with ‎Section 2.17. If, for any reason, such Cash Collateral is not provided or the reallocation does not occur, the Revolving Credit 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 Credit Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Credit Lenders in any Letter of Credit issued before such maturity date. Commencing with the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit shall be agreed solely with each applicable Issuing Lenderthe Lenders under the extended tranches.

Appears in 2 contracts

Samples: Credit Agreement (Phibro Animal Health Corp), Credit Agreement (Phibro Animal Health Corp)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Maturity Date shall have occurred in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (a) if one at a time when another tranche or more other tranches of Revolving Credit Commitments is or are in respect effect with a longer Maturity Date, then on the earliest occurring Maturity Date all then outstanding Swing Line Loans shall be repaid in full on such date (and there shall be no adjustment to the participations in such Swing Line Loans as a result of which 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 Credit Loans and any reallocation of Letter of Credit Expiration Date participations as contemplated in Section 2.03(l)), there shall not have exist sufficient unutilized Extended Revolving Credit Commitments so occurred are then in effect, such Letters of Credit shall, that the respective outstanding Swing Line Loans could be incurred pursuant to the extent Extended Revolving Credit Commitments which will remain in effect after the occurrence of such Letters Maturity Date, then there shall be an automatic adjustment on such date of Credit could have been issued under the participations in such other tranches, automatically Swing Line Loans and same shall be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 and 3.5) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 incurred solely pursuant to the immediately preceding clause (a), the Borrower shall Cash Collateralize any such Letter of Credit. Commencing with the maturity date of any tranche of relevant Extended Revolving Credit Commitments, the sublimit for Letters of Credit and such Swing Line Loans shall not be agreed solely with each applicable Issuing Lenderso required to be repaid in full on such earliest Maturity Date.

Appears in 2 contracts

Samples: Credit Agreement (Styron Canada ULC), Credit Agreement (Trinseo S.A.)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (ai) if consented to by the LC Issuer which issued such Letter of Credit, if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have for which consent has been issued under such other tranches, obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 2.05(f) and 3.5Section 2.05(g)) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 (ai), the Borrower Borrowers shall Cash Collateralize any such Letter of CreditCredit in accordance with Section 2.05(a). Commencing with Upon the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit shall may be reduced as agreed solely with each applicable Issuing Lenderbetween the LC Issuers and the Parent Borrower, without the consent of any other Person.

Appears in 1 contract

Samples: Credit Agreement (Patheon Holdings Cooperatief U.A.)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (ai) if consented to by the L/C Issuer which issued such Letter of Credit, if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have for which consent has been issued under such other tranches, obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 and 3.52.03(c)) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 (ai), the Borrower shall Cash Collateralize any such Letter of CreditCredit in accordance with Section 2.03(f). Commencing with the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit shall be agreed solely with each applicable Issuing Lenderthe L/C Issuer.

Appears in 1 contract

Samples: Abl Credit Agreement (SMART Technologies Inc.)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (ai) if consented to by the LC Issuer which issued such Letter of Credit, if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have for which consent has been issued under such other tranches, obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 2.05(f) and 3.5Section 2.05(g)) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 (ai), the Borrower shall Cash Collateralize any such Letter of CreditCredit in accordance with Section 2.05(a). Commencing with Upon the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit shall may be reduced as agreed solely with each applicable Issuing Lenderbetween the LC Issuers and the Borrower, without the consent of any other Person.

Appears in 1 contract

Samples: Credit Agreement

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (ai) if consented to by the L/C Issuer which issued such Letter of Credit, if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have for which consent has been issued under such other tranches, obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 Sections 2.03(c) and 3.5(d)) under (and ratably participated in by Revolving Credit Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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)i) and unless provisions reasonably satisfactory to the applicable L/C Issuer for the treatment of such Letter of Credit as a 95159948_7 letter of credit under a successor credit facility have been agreed upon, the applicable Borrower shall, on or prior to the applicable Maturity Date, cause all such Letters of Credit to be replaced and returned to the applicable L/C Issuer undrawn and marked “cancelled” or to the extent that the applicable Borrower is unable to so replace and return any Letter(s) of Credit, such Letter(s) of Credit shall be secured by a “back to back” letter of credit reasonably satisfactory to the applicable L/C Issuer or the Borrowers shall Cash Collateralize any such Letter of CreditCredit in accordance with Section 2.03(g). Commencing with the maturity date Maturity Date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit shall be agreed solely with each applicable Issuing Lenderthe L/C Issuer.

Appears in 1 contract

Samples: Security Agreement (Bloomin' Brands, Inc.)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Maturity Date in respect of any tranche of Revolving Credit Commitments Tranche occurs prior to the expiry date expiration of any Letter of Credit, then (ai) if one or more other tranches of Revolving Credit Commitments Tranches in respect of which the Letter of Credit Expiration Maturity Date shall not have so occurred are then in effecteffect and permit issuance of Letters of Credit in like currency, such Letters of Credit shall, to the extent such Letters of Credit could have been issued under such other tranches, shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to this Section 3.4 and 3.52.03) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches Tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and to the extent any Letters of Credit are not able to be reallocated pursuant to this clause (bi) and there are outstanding Revolving Credit Loans under the non-terminating Tranches, the Borrowers agree, jointly and severally, to repay all such Revolving Credit Loans (or such lesser amount as is necessary to reallocate all Letters of Credit pursuant to this clause (i)) or (ii) to the extent not reallocated pursuant to the immediately preceding clause (ai), the Borrower Borrowers shall Cash Collateralize any such Letter of CreditCredit in accordance with Section 2.16 but only up to the amount of such Letter of Credit not so reallocated. Commencing Except to the extent of reallocations of participations pursuant to clause (i) of the immediately preceding sentence, the occurrence of a Maturity Date with the maturity date of any respect to a given tranche of Revolving Credit Commitments, Commitments shall have no effect upon (and shall not diminish) the sublimit for Letters percentage participations of the Revolving Credit Lenders in any Letter of Credit shall be agreed solely with each applicable Issuing Lenderissued before such Maturity Date.

Appears in 1 contract

Samples: First Lien Credit Agreement (Pivotal Acquisition Corp)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Revolving Credit Expiration Termination Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (ai) if one or more other tranches of Revolving Credit Commitments in respect of which the expiration date of a Letter of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have been issued under such other tranches, automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 subsection 3.5 and 3.5subsection 3.7(b) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating nonterminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 (ai), the Borrower shall Cash Collateralize any such Letter of Credit. Commencing with Credit in an amount equal to the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit shall be agreed solely with each applicable Issuing LenderMinimum Collateral Amount.

Appears in 1 contract

Samples: Credit Agreement (Clearwater Analytics Holdings, Inc.)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Date maturity date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date expiration of any Letter of Credit, then (ai) if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Date maturity date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have been issued under such other tranches, shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 and 3.52.03(d)) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 (ai), the Borrower shall Cash Collateralize any such Letter of Credit in accordance with Section 2.03(g). If, for any reason, AMERICAS/2023410772.1 2023410772.9 94 Credit Agreement such Cash Collateral is not provided or the reallocation does not occur, the Revolving Credit 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 Credit Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Credit Lenders in any Letter of Credit issued before such maturity date. Commencing with the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit shall be agreed solely with each applicable Issuing Lenderthe Lenders under the extended tranches.

Appears in 1 contract

Samples: Credit Agreement (Sensata Technologies Holding PLC)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (ai) if consented to by the L/C Issuer which issued such Letter of Credit, if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have for which consent has been issued under such other tranches, obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 2.03(c) and 3.5(d)) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 (ai), the Borrower shall Cash Collateralize any such Letter of CreditCredit in accordance with Section 2.03(g). Commencing with the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit shall be agreed solely with each applicable Issuing Lender.the L/C Issuer. (n)

Appears in 1 contract

Samples: Abl Credit Agreement (Prestige Consumer Healthcare Inc.)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Date in respect of any tranche Class of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (ai) if consented to by the applicable Letter of Credit Issuer which issued such Letter of Credit, if one or more other tranches Classes of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have for which consent has been issued under such other tranches, obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 Sections 3.3 and 3.53.4) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches Classes up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 (ai), the Borrower shall Cash Collateralize any such Letter of CreditCredit in accordance with Section 3.8. Commencing with Upon the maturity date of any tranche Class of Revolving Credit Commitments, the sublimit for Letters of Credit shall may be reduced as agreed solely with each between the applicable Issuing LenderLetter of Credit Issuer and the Borrower, without the consent of any other Person.

Appears in 1 contract

Samples: Credit Agreement (Altus Power, Inc.)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Maturity Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (ai) if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Date shall not have so occurred are then in effecteffect (or will automatically be in effect upon such maturity), such Letters of Credit shall, to the extent such Letters of Credit could have been issued under such other tranches, shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 Sections 2.03(d) and 3.5(e)) under (and ratably participated in by Revolving Credit Lenders pursuant to) the non-terminating Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit Commitments thereunder continuing 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)i) and unless provisions reasonably satisfactory to the applicable 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 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 secured by a “back to back” letter of credit reasonably satisfactory to the applicable L/C Issuer or the Borrower shall Cash Collateralize any such Letter of CreditCredit in accordance with Section 2.16. Commencing with the maturity date Maturity Date of any tranche Tranche of Revolving Credit Commitments, the sublimit for Letters Letter of Credit Sublimit shall be in an amount agreed solely with each applicable Issuing Lender.the L/C Issuers. (m)

Appears in 1 contract

Samples: Credit Agreement (V2X, Inc.)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Maturity Date in respect of any tranche Tranche of Revolving Credit Commitments occurs prior to the expiry date expiration of any Letter of Credit, then (ai) if one or more other tranches Tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Maturity Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have been issued under such other tranches, shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to this Section 3.4 and 3.52.03) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches Tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and to the extent any Letters of Credit are not able to be reallocated pursuant to this clause (bl) and there are outstanding Revolving Credit Loans under the non-terminating Tranches, the Borrower agrees to repay all such Revolving Credit Loans (or such lesser amount as is necessary to reallocate all Letters of Credit pursuant to this clause (l)) or (ii) to the extent not reallocated pursuant to the immediately preceding clause (ai), the Borrower shall Cash Collateralize any such Letter of Credit. Commencing with the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit shall be agreed solely with each applicable Issuing Lender.in accordance with

Appears in 1 contract

Samples: Credit Agreement (PurposeBuilt Brands, Inc.)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Maturity Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date expiration of any Letter of Credit, then (ai) if one or more other tranches of Revolving Credit Commitments (or, in the case of any Letter of Credit denominated in an Approved Currency, if one or more other tranches of Multicurrency Tranche Revolving Credit Commitments) in respect of which the Letter of Credit Expiration Maturity Date shall not have so occurred are then in effecteffect and such Letter of Credit would otherwise be available under such tranche of Revolving Credit Commitments, such Letters of Credit shall, to the extent such Letters of Credit could have been issued under such other tranches, shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 2.7(d) and 3.5(e)) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating maturing tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 (ai), the applicable Borrower shall Cash Collateralize cash collateralize any such Letter of CreditCredit in accordance with Section 2.7(j). Commencing For the avoidance of doubt, commencing with the maturity date Maturity Date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit under any tranche of Revolving Credit Commitments that has not so then matured shall be as agreed solely in the relevant Permitted Amendment with each the applicable Issuing LenderRevolving Credit Lenders.

Appears in 1 contract

Samples: Intercreditor Agreement (Forterra, Inc.)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (ai) if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have been issued under such other tranches, automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 Sections 2.03(c) and 3.5(d)) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 (ai), the applicable Borrower shall Cash Collateralize any such Letter of CreditCredit in accordance with Section 2.03(g). Commencing with the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit shall be agreed solely with each applicable Issuing LenderL/C Issuer.

Appears in 1 contract

Samples: Credit Agreement (WisdomTree Investments, Inc.)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration L/C Facility Maturity Date in respect of any tranche Class of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (ai) if consented to by the Letter of Credit Issuer which issued such Letter of Credit, if one or more other tranches Classes of Revolving Credit Commitments in respect of which the Letter of Credit Expiration L/C Facility Maturity Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have for which consent has been issued under such other tranches, obtained shall automatically be deemed to 4125-0188-8327.12 have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 Sections 3.3 and 3.53.4) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches Classes up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 (ai), the Borrower Borrowers shall Cash Collateralize any such Letter of CreditCredit in accordance with Section 3.7. Commencing with Upon the maturity date of any tranche Class of Revolving Credit Commitments, the sublimit for Letters of Credit shall may be reduced as agreed solely with each applicable Issuing Lenderbetween the Letter of Credit Issuer and the Borrower Representative, without the consent of any other Person.

Appears in 1 contract

Samples: Credit Agreement (Canada Goose Holdings Inc.)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (ai) if consented to by the Letter of Credit Issuer which issued such Letter of Credit, if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have for which consent has been issued under such other tranches, obtained shall automatically 123 |US-DOCS\101663612.13131839430.6|| be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 Sections 3.3 and 3.53.4) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 (ai), the Borrower shall Cash Collateralize any such Letter of CreditCredit in accordance with Section 3.8. Commencing with Upon the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit shall may be reduced as agreed solely with each applicable Issuing Lenderbetween the Letter of Credit Issuers and the Borrower, without the consent of any other Person.

Appears in 1 contract

Samples: First Lien Credit Agreement (HireRight Holdings Corp)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (ai) if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have been issued under such other tranches, automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 Sections 2.03(c) and 3.5(d)) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 (ai), the Borrower shall Cash Collateralize any such Letter of CreditCredit in accordance with Section 2.03(g). Commencing with the maturity date of any tranche of Revolving Credit Commitments, unless otherwise previously agreed with the L/C Issuer, the sublimit for Letters of Credit shall be agreed solely with each applicable Issuing Lenderthe L/C Issuer.

Appears in 1 contract

Samples: Credit Agreement (Playa Hotels & Resorts N.V.)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (ai) if consented to by the Letter of Credit Issuer which issued such Letter of Credit, if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have for which consent has been issued under such other tranches, obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 Sections 3.3 and 3.53.4) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 (ai), the Borrower shall Cash Collateralize any such Letter of CreditCredit in accordance with Section 3.8. Commencing with Upon the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit shall and the maximum Letters of Credit Outstanding applicable to each Letter of Credit Issuer, may each be reduced as agreed solely with each applicable Issuing Lenderbetween the Letter of Credit Issuers and Borrower, without the consent of any other Person.

Appears in 1 contract

Samples: Credit Agreement (International Market Centers, Inc.)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (ai) if consented to by the L/C Issuer which issued such Letter of Credit, if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have for which consent has been issued under such other tranches, obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 Sections 2.03(c) and 3.5(d)) under (and ratably participated in by Revolving Credit Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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)i) and unless provisions reasonably satisfactory to the applicable 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 Parent Borrower shall, on or prior to the applicable Maturity Date, cause all such Letters of Credit to be replaced and returned to the applicable 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 secured by a “back to back” letter of credit reasonably satisfactory to the applicable L/C Issuer, the Parent Borrower shall Cash Collateralize any such Letter of CreditCredit in accordance with Section 2.03(g). Commencing with the maturity date Maturity Date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit shall be agreed solely with each applicable Issuing Lenderthe L/C Issuer.

Appears in 1 contract

Samples: Security Agreement (Par Pharmacuetical, Inc.)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (ai) if consented to by the L/C Issuer which issued such Letter of Credit and the Administrative Agent, if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have for which consent has been issued under such other tranches, obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the applicable Revolving Credit Lenders to purchase participations therein and to make applicable Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 2.03(c) and 3.5(d)) under (and ratably participated in by applicable Lenders pursuant to) the applicable Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the applicable unutilized Revolving Credit 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 (ai), the Borrower shall Cash Collateralize any such Letter of Credit. Commencing Credit in accordance with the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit shall be agreed solely with each applicable Issuing LenderSection 2.03(g).

Appears in 1 contract

Samples: Credit Agreement (Vivint Smart Home, Inc.)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Maturity Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date expiration of any Letter of Credit, then (ai) if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Maturity Date shall not have so occurred are then in effecteffect and such Letter of Credit would otherwise be available under such tranche of Revolving Credit Commitments, such Letters of Credit shall, to the extent such Letters of Credit could have been issued under such other tranches, shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 2.7(d) and 3.5(e)) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating maturing tranches up to an aggregate amount not to exceed the aggregate principal US-DOCS\73723759.13 amount of the unutilized Revolving Credit 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 (ai), the applicable Revolver Borrower shall Cash Collateralize cash collateralize any such Letter of CreditCredit in accordance with Section 2.7(j). Commencing For the avoidance of doubt, commencing with the maturity date Maturity Date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit under any tranche of Revolving Credit Commitments that has not so then matured shall be as agreed solely in the relevant Permitted Amendment with each the applicable Issuing LenderRevolving Credit Lenders.

Appears in 1 contract

Samples: Credit Agreement (Herbalife Ltd.)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Maturity Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date expiration of any Letter of Credit, then (ai) if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Maturity Date shall not have so occurred are then in effecteffect and such Letter of Credit would otherwise be available under such tranche of Revolving Credit Commitments, such Letters of Credit shall, to the extent such Letters of Credit could have been issued under such other tranches, shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 2.7(d) and 3.5(e)) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating maturing tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 (ai), the Borrower shall Cash Collateralize cash collateralize any such Letter of CreditCredit in accordance with Section 2.7(j). Commencing For the avoidance of doubt, commencing with the maturity date Maturity Date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit under any tranche of Revolving Credit Commitments that has not so then matured shall be as agreed solely in the relevant Permitted Amendment with each the applicable Issuing LenderRevolving Credit Lenders.

Appears in 1 contract

Samples: Credit Agreement (T-Mobile US, Inc.)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (ai) if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have been issued under such other tranches, automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 Sections 2.03(c) and 3.5(d)) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 (ai), the Borrower shall Cash Collateralize any such Letter of CreditCredit in accordance with Section 2.03(g). Commencing with the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit shall be agreed solely with each applicable Issuing Lenderthe L/C Issuer.

Appears in 1 contract

Samples: Credit Agreement (Global Eagle Entertainment Inc.)

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Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (ai) if consented to by the applicable Letter of Credit Issuer which issued such Letter of Credit, if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have for which consent has been issued under such other tranches, obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 Sections 3.3 and 3.53.4) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 (ai), the Borrower shall Cash Collateralize any such Letter of CreditCredit in accordance with Section 3.8. Commencing with Upon the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit shall may be reduced as agreed solely with each between the applicable Issuing LenderLetter of Credit Issuer and the Borrower, without the consent of any other Person.

Appears in 1 contract

Samples: Credit Agreement (Synchronoss Technologies Inc)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Maturity Date in respect of any tranche of Participating Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (ai) if one or more other tranches of Participating Revolving Credit Commitments in respect of which the Letter of Credit Expiration Date shall not have so occurred are then in effecteffect (or will automatically be in effect upon such maturity), such Letters of Credit shall, to the extent such Letters of Credit could have been issued under such other tranches, shall automatically be deemed to have been issued (including for purposes of the obligations of the Participating Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 Sections 2.03(c) and 3.5(d)) under (and ratably participated in by Participating Revolving Credit Lenders pursuant to) the nonterminating Participating Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Participating Revolving Credit Commitments thereunder continuing 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)i) 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 applicable 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 such Borrower is unable to so replace and return any Letter(s) of Credit, such Letter(s) of Credit shall be secured by a “back to back” letter of credit reasonably satisfactory to the applicable Issuing Bank or the Borrowers shall Cash Collateralize any such Letter of CreditCredit in accordance with Section 2.03(g). Commencing with the maturity date Maturity Date of any tranche Class of Revolving Credit Commitments, the sublimit for Letters Letter of Credit Sublimit shall be in an amount agreed solely with each applicable the Issuing LenderBanks.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Priority Technology Holdings, Inc.)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (ai) if consented to by the Letter of Credit Issuer which issued such Letter of Credit, if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have for which consent has been issued under such other tranches, obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 Sections 3.3 and 3.53.4) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 (ai), the Borrower shall Cash Collateralize any such Letter of CreditCredit in accordance with Section 3.8. Commencing with Upon the maturity date of any tranche of Revolving Credit 134 Commitments, the sublimit for Letters of Credit shall may be reduced as agreed solely with each applicable Issuing Lenderbetween the Letter of Credit Issuers and the Borrower, without the consent of any other Person.

Appears in 1 contract

Samples: First Lien Credit Agreement (HireRight GIS Group Holdings, LLC)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration L/C Facility Maturity Date in respect of any tranche Class of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (ai) if consented to by the Letter of Credit Issuer which issued such Letter of Credit, if one or more other tranches Classes of Revolving Credit Commitments in respect of which the Letter of Credit Expiration L/C Facility Maturity Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have for which consent has been issued under such other tranches, obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 Sections 3.3 and 3.53.4) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches Classes up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 (ai), the Borrower shall Cash Collateralize any such Letter of CreditCredit in accordance with Section 3.8. Commencing with Upon the maturity date of any tranche Class of Revolving Credit Commitments, the sublimit for Letters of Credit shall may be reduced as agreed solely with each applicable Issuing Lender.between the Letter of Credit Issuer and the Borrower, without the consent of any other Person. 171 LEGAL_US_E # 167910103.1167910103.8 SECTION 4 Fees and Commitment Reductions

Appears in 1 contract

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

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (ai) if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have been issued under such other tranches, automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 Sections 2.03(c) and 3.5(d)) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-non- terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 (ai), the Borrower shall Cash Collateralize any such Letter of Credit. Commencing Credit in accordance with the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit shall be agreed solely with each applicable Issuing LenderSection 2.03(g).

Appears in 1 contract

Samples: Credit Agreement (Avantor, Inc.)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (ai) if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have been issued under such other tranchestranches 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 Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 Sections 2.03(c) and 3.5(d)) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 (ai), the Borrower shall Cash Collateralize any such Letter of CreditCredit in accordance with Section 2.03(g). Commencing with the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit shall be agreed solely with each applicable Issuing Lenderthe L/C Issuer.

Appears in 1 contract

Samples: Credit Agreement (Jason Industries, Inc.)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (ai) if consented to by the LC Issuer which issued such Letter of Credit, if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have for which consent has been issued under such other tranches, obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 2.05(f) and 3.5(g)) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-non- terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 (ai), the Borrower Borrowers shall Cash Collateralize any such Letter of CreditCredit in accordance with Section 2.05(a). Commencing with Upon the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit shall may be reduced as agreed solely with each applicable Issuing Lenderbetween the LC Issuers and the Parent Borrower, without the consent of any other Person.

Appears in 1 contract

Samples: Credit Agreement (JGWPT Holdings Inc.)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Maturity Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date expiration of any Letter of Credit, then (ai) if one or more other tranches of Revolving Credit 90 Commitments in respect of which the Letter of Credit Expiration Maturity Date shall not have so occurred are then in effecteffect and such Letter of Credit would otherwise be available under such tranche of Revolving Credit Commitments, such Letters of Credit shall, to the extent such Letters of Credit could have been issued under such other tranches, shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 2.7(d) and 3.5(e)) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating maturingnon‑maturing tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 (ai), the applicable Revolver Borrower shall Cash Collateralize cash collateralize any such Letter of CreditCredit in accordance with Section 2.7(j). Commencing For the avoidance of doubt, commencing with the maturity date Maturity Date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit under any tranche of Revolving Credit Commitments that has not so then matured shall be as agreed solely in the relevant Permitted Amendment with each the applicable Issuing LenderRevolving Credit Lenders.

Appears in 1 contract

Samples: Credit Agreement (Herbalife Ltd.)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Date maturity date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date expiration of any Letter of Credit, then (ai) if one (1) or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Date maturity date shall not have so occurred are then in effect, (x) the outstanding Revolving Loans shall be repaid pursuant to Section 2.7(b) on such maturity date to the extent and in an amount sufficient to permit the reallocation of the Letter of Credit Usage relating to the outstanding Letters of Credit contemplated by clause (y) below and (y) such Letters of Credit shall, to the extent such Letters of Credit could have been issued under such other tranches, shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 and 3.52.3(d)) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit Commitments thereunder in respect of such non-terminating tranches at such time (it being understood that (1) the participations therein of Lenders under the maturing tranche shall be correspondingly released and (2) no partial face amount of any Letter of Credit may be so reallocated) and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), but without limiting the obligations with respect thereto, the Borrower shall provide an L/C Backstop with respect to any such Letter of Credit in a manner reasonably satisfactory to the applicable L/C Issuer. If, for any reason, such L/C Backstop is not provided or the reallocation does not occur, the Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit; provided that, notwithstanding anything to the contrary contained herein, upon any subsequent repayment of the Revolving Loans, the reallocation set forth in clause (i) shall automatically and concurrently occur to the extent of such repayment (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (b) ). Except to the extent not reallocated of reallocations of participations pursuant to the immediately preceding clause (a)i) of the second preceding sentence, the Borrower occurrence of a maturity date with respect to a given tranche of Revolving Credit Commitments shall Cash Collateralize have no effect upon (and shall not diminish) the percentage participations of the Lenders in any such Letter of CreditCredit issued before such maturity date. Commencing with the maturity date of any tranche of Revolving Credit Commitments, the L/C Sublimit under any tranche of Revolving Credit Commitments that has not so then matured shall be as agreed with such Lenders; provided that in no event shall such sublimit for be less than the sum of (x) the Letter of Credit Usage with respect to the Lenders under such extended tranche immediately prior to such maturity date and (y) the face amount of the Letters of Credit shall be agreed solely reallocated to such tranche of Revolving Credit Commitments pursuant to clause (i) of the second preceding sentence above (assuming Revolving Loans are repaid in accordance with each applicable Issuing Lenderclause (i)(x)).

Appears in 1 contract

Samples: Loan Agreement (Vantiv, Inc.)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Date in respect of any tranche Class of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (ai) if consented to by the Letter of Credit Issuer which issued such Letter of Credit, if one or more other tranches Classes of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have for which consent has been issued under such other tranches, obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 Sections 3.3 and 3.53.4) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches Classes up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 (ai), the Borrower shall Cash Collateralize any such Letter of CreditCredit in accordance with Section 3.8. Commencing with Upon the maturity date of any tranche Class of Revolving Credit Commitments, the sublimit for Letters of Credit shall may be reduced as agreed solely with each applicable Issuing Lenderbetween the Letter of Credit Issuers and the Borrower, without the consent of any other Person.

Appears in 1 contract

Samples: Credit Agreement (European Wax Center, Inc.)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (ai) if consented to by the applicable Letter of Credit Issuer which issued such Letter of Credit, if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have for which consent has been issued under such other tranches, obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 Sections 3.3 and 3.53.4) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 (ai), the Borrower shall Cash Collateralize any such Letter of CreditCredit in accordance with Section 3.8. Commencing with Upon the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit shall be agreed solely with each applicable Issuing Lender.#89847286v15

Appears in 1 contract

Samples: Credit Agreement (Synchronoss Technologies Inc)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Date in respect of any tranche Class of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (ai) if consented to by the L/C Issuer which issued such Letter of Credit, if one or more other tranches Classes of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have for which consent has been issued under such other tranches, obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 2.03(c) and 3.5(d)) under (and ratably participated in by Revolving Credit Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches Classes up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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)i) and unless provisions reasonably satisfactory to the applicable 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 Representative shall, on or prior to the applicable Maturity Date, cause all such Letters of Credit to be replaced and returned to the applicable L/C Issuer undrawn and marked “cancelled” or to the extent that the Borrowers are unable to so replace and return any Letter(s) of Credit, such Letter(s) of Credit shall be secured by a “back to back” letter of credit reasonably satisfactory to the applicable L/C Issuer, the Borrowers shall Cash Collateralize any such Letter of Credit. Commencing Credit in accordance with the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit shall be agreed solely with each applicable Issuing LenderSection 2.03(g).

Appears in 1 contract

Samples: Syndicated Facility Agreement (DTZ Jersey Holdings LTD)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (ai) if consented to by the Letter of Credit Issuer which issued such Letter of Credit, if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have for which consent has been issued under such other tranches, obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 Sections 3.3 and 3.53.4) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 (ai), the Lead Borrower shall Cash Collateralize any such Letter of CreditCredit in accordance with Section 3.8. Commencing with Upon the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit shall may be reduced as agreed solely with each applicable Issuing Lenderbetween the Letter of Credit Issuer and the Lead Borrower, without the consent of any other Person.

Appears in 1 contract

Samples: Credit Agreement (Bountiful Co)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Maturity Date in respect of any tranche of Participating Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (ai) if one or more other tranches of Participating Revolving Credit Commitments are then in respect of which the effect (or will automatically be in effect upon such maturity), such Letter of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have been issued under such other tranches, automatically be deemed to have been issued (including for purposes of the obligations of the Participating Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 Sections 2.03(c) and 3.5(d)) under (and ratably participated in by Participating Revolving Credit Lenders pursuant to) the non-terminating Participating Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Participating Revolving Credit Commitments thereunder continuing 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)i) and unless provisions reasonably satisfactory to the applicable 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 Company shall, on or prior to the applicable Maturity Date, cause all such Letters of Credit to be replaced and returned to the applicable L/C Issuer undrawn and marked “cancelled” or to the extent that the Company is unable to so replace and return any Letter(s) of Credit, such Letter(s) of Credit shall be secured by a “back to back” letter of credit reasonably satisfactory to the applicable L/C Issuer or the Company shall Cash Collateralize any such Letter of CreditCredit in accordance with Section 2.03(g). Commencing with the maturity date Maturity Date of any tranche Class of Revolving Credit Commitments, the sublimit for Letters Letter of Credit Sublimit shall be in an amount agreed solely with each applicable Issuing Lenderthe L/C Issuer.

Appears in 1 contract

Samples: Credit Agreement (Liberty Global PLC)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (ai) if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have been issued under such other tranches, automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 Sections 2.03(c) and 3.5(d)) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating nonterminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 (ai), the Borrower shall Cash Collateralize any such Letter of CreditCredit in accordance with Section 2.03(g). Commencing with the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit shall be agreed solely with each applicable Issuing Lenderthe L/C Issuer.

Appears in 1 contract

Samples: Credit Agreement (Global Eagle Entertainment Inc.)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (ai) if consented to by the L/C Issuer which issued such Letter of Credit, if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have for which consent has been issued under such other tranches, obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 2.03(c) and 3.5(d)) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 (ai), the Borrower shall Cash Collateralize any such Letter of CreditCredit in accordance with Section 2.03(g). Commencing with Upon the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Letters Letter of Credit shall Sublimit may be reduced as agreed solely with each applicable Issuing Lenderbetween the L/C Issuers and the Borrower, without the consent of any other Person.

Appears in 1 contract

Samples: Credit Agreement

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration L/C Facility Maturity Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (ai) if consented to by the applicable Letter of Credit Issuer which issued such Letter of Credit, if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration L/C Facility Maturity Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have for which consent has been issued under such other tranches, obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 Sections 3.3 and 3.53.4) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 (ai), the applicable Borrower shall Cash Collateralize any such Letter of CreditCredit in accordance with Section 3.8. Commencing with Upon the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit shall may be reduced as agreed solely with each between the applicable Issuing LenderLetter of Credit Issuers and the Borrowers, without the consent of any other Person.

Appears in 1 contract

Samples: Credit Agreement (Gardner Denver Holdings, Inc.)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Maturity Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date expiration of any Letter of Credit, then (ai) if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Maturity Date shall not have so occurred are then in effecteffect and such Letter of Credit would otherwise be available under such tranche of Revolving Credit Commitments, such Letters of Credit shall, to the extent such Letters of Credit could have been issued under such other tranches, shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 2.7(d) and 3.5(e)) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating non‑maturing tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 (ai), the applicable Revolver Borrower shall Cash Collateralize cash collateralize any such Letter of CreditCredit in accordance with Section 2.7(j). Commencing For the avoidance of doubt, commencing with the maturity date Maturity Date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit under any tranche of Revolving Credit Commitments that has not so then matured shall be as agreed solely in the relevant Permitted Amendment with each the applicable Issuing LenderRevolving Credit Lenders.

Appears in 1 contract

Samples: Credit Agreement (Herbalife Ltd.)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (ai) if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have been issued under such other tranchestranches 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 Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 Sections 2.03(c) and 3.5(d)) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating non‑terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 (ai), the Borrower shall Cash Collateralize any such Letter of CreditCredit in accordance with Section 2.03(g). Commencing with the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit shall be agreed solely with each applicable Issuing Lenderthe L/C Issuer.

Appears in 1 contract

Samples: Credit Agreement (Jason Industries, Inc.)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration L/C Facility Maturity Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (ai) if consented to by the Letter of Credit Issuer which issued #96533218v9 such Letter of Credit, if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration L/C Facility Maturity Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have for which consent has been issued under such other tranches, obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 Sections 3.3 and 3.53.4) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 (ai), the applicable Borrower shall Cash Collateralize any such Letter of CreditCredit in accordance with Section 3.8. Commencing with Upon the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit shall may be reduced as agreed solely with each applicable Issuing Lender.between the Letter of Credit Issuer and the Parent Borrower, without the consent of any other Person. Section 237. Fees; Termination of Commitments

Appears in 1 contract

Samples: Credit Agreement (Mirion Technologies, Inc.)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (ai) if consented to by the Letter of Credit Issuer which issued such Letter of Credit, if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have for which consent has been issued under such other tranches, obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 Sections 3.3 and 3.53.4) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit Commitments thereunder at such time (it being understood that no partial face amount BrightView Holdings, Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission. of any Letter of Credit may be so reallocated) and (bii) to the extent not reallocated pursuant to the immediately preceding clause (ai), the Borrower shall Cash Collateralize any such Letter of CreditCredit in accordance with Section 3.8. Commencing with Upon the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit shall may be reduced as agreed solely with each applicable Issuing Lenderbetween the Letter of Credit Issuer and the Borrower, without the consent of any other Person.

Appears in 1 contract

Samples: Lien Credit Agreement (BrightView Holdings, Inc.)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Date maturity date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date expiration of any Letter of Credit, then (ai) if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Date maturity date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have been issued under such other tranches, shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 and 3.52.03(dc)) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 (ai), the Borrower shall Cash Collateralize any such Letter of Credit in accordance with Section 2.17. If, for any reason, such Cash Collateral is not provided or the reallocation does not occur, the Revolving Credit 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 Credit Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Credit Lenders in any Letter of Credit issued before such maturity date. Commencing with the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit shall be agreed solely with each applicable Issuing Lenderthe Lenders under the extended tranches.

Appears in 1 contract

Samples: Credit Agreement (CEB Inc.)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (ai) if consented to by the L/C Issuer which issued such Letter of Credit, if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have for which consent has been issued under such other tranches, obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 2.03(c) and 3.5(d)) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 (ai), the Parent Borrower shall Cash Collateralize any such Letter of CreditCredit in accordance with Section 2.03(g). Commencing with the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit shall be agreed solely with each applicable Issuing Lenderthe L/C Issuer.

Appears in 1 contract

Samples: Credit Agreement (TC3 Health, Inc.)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (ai) if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have been issued under such other tranches, automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 Sections ‎2.03(c) and 3.5‎(d)) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 (ai), the Borrower shall Cash Collateralize any such Letter of CreditCredit in accordance with ‎Section 2.03(g). Commencing with the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit shall be agreed solely with each applicable Issuing Lenderthe L/C Issuers.

Appears in 1 contract

Samples: Credit Agreement (OTG EXP, Inc.)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (ai) if consented to by the applicable Letter of Credit Issuer which issued such Letter of Credit, if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have for which consent has been issued under such other tranches, obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 Sections 3.3 and 3.53.4) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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), the Borrower shall Cash Collateralize any such Letter of Credit. Commencing with the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit shall be agreed solely with each applicable Issuing Lender.#8983238089847286v115 -176-

Appears in 1 contract

Samples: Credit Agreement (Synchronoss Technologies Inc)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Sublimit Expiration Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (ai) if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Sublimit Expiration Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have been issued under such other tranches, automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 Sections 2.03(c) and 3.5(d)) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 (ai), the Borrower shall Cash Collateralize any such Letter of CreditCredit in accordance with Section 2.03(g). Commencing with the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit shall be agreed solely with each applicable Issuing Lenderthe L/C Issuers.

Appears in 1 contract

Samples: Credit Agreement (Perimeter Solutions, SA)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (ai) if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have been issued under such other tranches, automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 Sections 2.03(c) and 3.5(d)) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 (ai), the Borrower shall Cash Collateralize any such Letter of CreditCredit in accordance with Section 2.03(g). Commencing with the maturity date of any tranche of Revolving Credit Commitments, unless otherwise previously agreed with theby each L/C Issuer, the sublimit for Letters of Credit shall be agreed solely with theby each applicable Issuing LenderL/C Issuer.

Appears in 1 contract

Samples: Credit Agreement (Playa Hotels & Resorts N.V.)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then then, if consented to by the applicable L/C Issuer, (ai) if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have been issued under such other tranches, automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 and 3.52.03(c)) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 (ai), the Lead Borrower shall Cash Collateralize any such Letter of CreditCredit in accordance with Section 2.03(g). Commencing with the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit shall be agreed solely with each applicable Issuing Lenderthe L/C Issuer.

Appears in 1 contract

Samples: First Lien Credit Agreement (ONESPAWORLD HOLDINGS LTD)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Date in respect of any tranche Class of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (ai) if consented to by the L/C Issuer that issued such Letter of Credit, if one or more other tranches Classes of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have for which consent has been issued under such other tranches, obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 Sections 2.03(c) and 3.5(d)) under (and ratably participated in by Revolving Credit Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches Classes up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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)i) and unless provisions reasonably satisfactory to the applicable 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 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 secured by a “back to back” letter of credit reasonably satisfactory to the applicable L/C Issuer or the Borrower shall Cash Collateralize any such Letter of Credit. Commencing Credit in accordance with the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit shall be agreed solely with each applicable Issuing LenderSection 2.03(f).

Appears in 1 contract

Samples: Credit Agreement (Surgical Care Affiliates, Inc.)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration L/C Maturity Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then then, unless the maturity date of such Letter of Credit has already been extended in accordance with Section 3.1 of this Agreement, (ai) if consented to by the Letter of Credit Issuer which issued such Letter of Credit, if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration L/C Maturity Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have for which consent has been issued under such other tranches, obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 Sections 3.3 and 3.53.4) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 (ai), the Borrower shall Cash Collateralize any such Letter of CreditCredit in accordance with Section 3.8. Commencing with Upon the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit shall and the maximum Letters of Credit Outstanding applicable to each Letter of Credit Issuer, may each be reduced as agreed solely with each applicable Issuing Lenderbetween the Letter of Credit Issuers and the Borrower, without the consent of any other Person.

Appears in 1 contract

Samples: Credit Agreement (Americold Realty Trust)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (ai) if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have been issued under such other tranches, automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 Sections 2.03(c) and 3.5(d)) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 (ai), the Borrower Borrowers shall Cash Collateralize any such Letter of CreditCredit in accordance with Section 2.03(g). Commencing with the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit shall be agreed solely with each applicable Issuing LenderL/C Issuer.

Appears in 1 contract

Samples: Credit Agreement (Blucora, Inc.)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (ai) if consented to by the Letter of Credit Issuer which issued such Letter of Credit, if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have for which consent has been issued under such other tranches, obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 Sections 3.3 and 3.53.4) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 (ai), the Borrower shall Cash Collateralize any such Letter of CreditCredit in accordance with Section 3.8. Commencing with Upon the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit shall may be reduced as agreed solely with each applicable Issuing Lender.between the Letter of Credit Issuer and the Borrower, without the consent of any other Person. Section 4. Fees 4.1

Appears in 1 contract

Samples: Credit Agreement (Academy Sports & Outdoors, Inc.)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Date maturity date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date expiration of any Letter of Credit, then (ai) if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Date maturity date shall not have so occurred are then in effect, such Letters Letter of Credit shall, to the extent such Letters of Credit could have been issued under such other tranches, shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 2.8(d) and 3.5(e)) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit Commitments thereunder Line Cap 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 (ai), the Borrower Borrowers shall Cash Collateralize cash collateralize any such Letter of CreditCredit in accordance with Section 2.8(k). Commencing with For the maturity date avoidance of any tranche of Revolving Credit Commitmentsdoubt, the sublimit for Letters of Credit under any tranche of Revolving Credit Commitments that has not so then matured shall be as agreed solely in the relevant Extension Amendment with each applicable Issuing Lendersuch Revolving Credit Lenders.

Appears in 1 contract

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

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Credit(m) Expiration Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (ai) if consented to by the L/C Issuer which issued such Letter of Credit, if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have for which consent has been issued under such other tranches, obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 2.03(c) and 3.5(d)) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 (ai), the Borrower shall Cash Collateralize any such Letter of CreditCredit in accordance with Section 2.03(g). Commencing with the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit shall be agreed solely with the L/C Issuer. Letter of Credit Reports. For so long as any Letter of Credit issued by an L/C Issuer is(n) outstanding, such L/C Issuer shall deliver to the Administrative Agent on the last Business Day of each applicable Issuing Lender.calendar month, and on each date that an L/C Credit Extension occurs with respect to any such Letter of - 86-

Appears in 1 contract

Samples: Credit Agreement (Prestige Consumer Healthcare Inc.)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Maturity Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date expiration of any Letter of Credit, then (ai) if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Maturity Date shall not have so occurred are then in effecteffect and such Letter of Credit would otherwise be available under such tranche of Revolving Credit Commitments, such Letters of Credit shall, to the extent such Letters of Credit could have been issued under such other tranches, shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 2.7(d) and 3.5(e)) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating maturing tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 (ai), the applicable Borrower shall Cash Collateralize cash collateralize any such Letter of CreditCredit in accordance with Section 2.7(j). Commencing For the avoidance of doubt, commencing with the maturity date Maturity Date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit under any tranche of Revolving Credit Commitments that has not so then matured shall be as agreed solely in the relevant Permitted Amendment with each the applicable Issuing LenderRevolving Credit Lenders.

Appears in 1 contract

Samples: Intercreditor Agreement (Forterra, Inc.)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Date in respect of any tranche or Class of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (ai) if consented to by the L/C Issuer which issued such Letter of Credit, if one or more other tranches or Classes of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have for which consent has been issued under such other tranches, obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 2.03(c) and 3.5(d)) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches or Classes up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 (ai), the Parent Borrower shall Cash Collateralize any such Letter of CreditCredit in accordance with Section 2.03(g). Commencing with the maturity date of any tranche or Class of Revolving Credit Commitments, the sublimit for Letters of Credit shall be agreed solely with each applicable Issuing Lenderthe L/C Issuer.

Appears in 1 contract

Samples: Credit Agreement (Change Healthcare Holdings, Inc.)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration L/C Facility Maturity Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (a) if consented to by the applicable Letter of Credit Issuer which issued such Letter of Credit, if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration L/C Facility Maturity Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have for which consent has been issued under such other tranches, obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 Sections 3.3 and 3.53.4) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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), the applicable Borrower shall Cash Collateralize any such Letter of CreditCredit in accordance with Section 3.8. Commencing with Upon the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit shall may be reduced as agreed solely with each between the applicable Issuing LenderLetter of Credit Issuers and the Borrowers, without the consent of any other Person.

Appears in 1 contract

Samples: Credit Agreement (Ingersoll Rand Inc.)

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (ai) if consented to by the Letter of Credit Issuer which issued such Letter of Credit, if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have for which consent has been issued under such other tranches, obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 Sections 3.3 and 3.53.4) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit Commitments -122- 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 (ai), the Borrower Borrowers shall Cash Collateralize any such Letter of CreditCredit in accordance with Section 3.8. Commencing with Upon the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit shall may be reduced as agreed solely with each applicable Issuing Lender.between the Letter of Credit Issuer and the Borrowers, without the consent of any other Person. Section 4. Fees 4.1

Appears in 1 contract

Samples: Credit Agreement

Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (a) if one or more other tranches of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit shall, to the extent such Letters of Credit could have been issued under such other tranches, automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 3.4 Sections 2.03(c) and 3.5(d)) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit 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 (ai), the Borrower shall Cash Collateralize any such Letter of Credit. Commencing Credit in accordance with the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit shall be agreed solely with each applicable Issuing LenderSection 2.03(g).

Appears in 1 contract

Samples: Credit Agreement (Signify Health, Inc.)

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