Common use of Expiration Date Clause in Contracts

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided, further, that if such Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days prior to the Revolving Facility Maturity Date for such Class the Borrower shall provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to the face amount of each such Letter of Credit on or prior to the date that is five Business Days prior to such Revolving Facility Maturity Date or, if later, such date of issuance.

Appears in 13 contracts

Sources: Successor Agent Appointment and Agency Transfer Agreement (Rackspace Technology, Inc.), Credit Agreement (Cerence Inc.), Credit Agreement (Cerence Inc.)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower or the applicable Co-Borrower and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower or the applicable Co-Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided, further, that if such Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days prior to the Revolving Facility Maturity Date for such Class the Borrower or the applicable Co-Borrower shall provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Collateral Agent and the relevant Issuing Bank in an amount equal to the face amount of each such Letter of Credit on or prior to the date that is five Business Days prior to such Revolving Facility Maturity Date or, if later, such date of issuance.

Appears in 10 contracts

Sources: Incremental Assumption and Amendment Agreement (ADT Inc.), Incremental Assumption and Amendment Agreement (ADT Inc.), Incremental Assumption and Amendment Agreement (ADT Inc.)

Expiration Date. (i) Each Letter of Credit shall expire at or prior to the close of business on the Business Day that is the earlier of (ix) the date which is not more than one (1) year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one (1) year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (iiy) the date that is five Business Days prior to the applicable Revolving Facility Maturity Letter of Credit Expiration Date; provided, that any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (whichhowever, the Issuing Bank, in no eventits sole discretion, shall may agree to extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Letter of Credit permits beyond the Letter of Credit Expiration Date (the “LC Extension”) upon the Borrower either (i) providing the Issuing Bank funds equal to 103% of the LC Exposure with respect to such Letter of Credit for deposit in a cash collateral account which cash collateral account will be held by the Issuing Bank as a pledged cash collateral account and applied to reimbursement of all drafts submitted under such outstanding Letter of Credit or (ii) delivering to the Issuing Bank one or more letters of credit for the benefit of the Issuing Bank to backstop such outstanding Letter of Credit, issued by a bank reasonably acceptable to the Issuing Bank in its sole discretion, each in form and substance reasonably acceptable to the Issuing Bank in its sole discretion) unless the applicable Issuing Bank notifies the beneficiary thereof at least thirty (30) days (or such longer period as may be specified in such Letter of Credit) prior to the then applicable expiration date that such Letter of Credit will not be renewed. (ii) If the Borrower so requests in any LC Request for a Letter of Credit, the Issuing Bank may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal Letter of Credit”); provided that any such Auto-Renewal Letter of Credit must permit the Issuing Bank to prevent any such extension renewal at least once in each twelve-twelve (12) month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within not later than a time period during day in each such twelve-twelve (12) month period to be agreed upon at the time such Letter of Credit is issued; provided. Unless otherwise directed by the Issuing Bank, further, that if such the Borrower shall not be required to make a specific request to the Issuing Bank consents in its sole discretion, the expiration date on for any such renewal. Once an Auto-Renewal Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may extend beyond not require) the date referred Issuing Bank to in clause (ii) above, provided, that if any permit the renewal of such Letter of Credit is outstanding or is issued under at any time to an expiry date not later than the Revolving Facility Commitments earlier of any Class after (i) one (1) year from the date that is five Business Days prior to of such renewal and (ii) the Revolving Facility Maturity Date for such Class the Borrower shall provide Cash Collateral Letter of Credit Expiration Date, unless otherwise extended pursuant to documentation reasonably satisfactory to an LC Extension; provided that the Administrative Agent and the relevant Issuing Bank in an amount equal shall not permit any such renewal if (x) the Issuing Bank has determined that it would have no obligation at such time to the face amount of each issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Section 2.18(m) or otherwise), or (y) it has received notice on or prior to before the date day that is five (5) Business Days prior before the date which has been agreed upon pursuant to such Revolving Facility Maturity Date orthe proviso of the first sentence of this paragraph, if laterfrom the Administrative Agent, such date any Lender or the Borrower that one or more of issuancethe applicable conditions specified in Section 4.02 are not then satisfied.

Appears in 9 contracts

Sources: Assumption Agreement and Amendment No. 2 (iCIMS Holding LLC), Credit Agreement (iCIMS Holding LLC), Assumption Agreement and Amendment No. 1 (iCIMS Holding LLC)

Expiration Date. Each Standby Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Standby Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, provided that any Standby Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, which in no event, event shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Standby Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve12-month period (commencing with the date of issuance of such Standby Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve12-month period to be agreed upon at the time such Standby Letter of Credit is issued; provided, further, that if such the applicable Issuing Bank consents and the Administrative Agent each consent in its their sole discretion, the expiration date on of any Standby Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, ; provided that (x) if any such Standby Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days 30 days prior to the Revolving Facility Maturity Date for such Class Date, the Borrower Parties shall provide Cash Collateral cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to 103% of the face amount of each such Standby Letter of Credit on or prior to the date that is five Business Days 30 days prior to such Revolving Facility the Maturity Date or, if later, such date of issuance, and (y) to the extent such cash collateral is provided, each Revolving Lender’s participation in any undrawn Standby Letter of Credit that is outstanding on the Maturity Date shall terminate on the Maturity Date. Each Trade Letter of Credit shall expire at the earlier of (A) 180 days after such Trade Letter of Credit’s date of issuance and (B) the date that is five Business Days prior to the Maturity Date.

Appears in 6 contracts

Sources: Revolving Credit Agreement (AZEK Co Inc.), Revolving Credit Agreement (AZEK Co Inc.), Revolving Credit Agreement (AZEK Co Inc.)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided, further, that if such Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days 30 days prior to the Revolving Facility Maturity Date for such Class the Borrower shall provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to the face amount of each such Letter of Credit Minimum L/C Collateral Amount on or prior to the date that is five Business Days 30 days prior to such Revolving Facility Maturity Date or, if later, such date of issuance.

Appears in 6 contracts

Sources: First Lien Credit Agreement (PlayAGS, Inc.), Incremental Assumption and Amendment Agreement (PlayAGS, Inc.), Incremental Assumption and Amendment Agreement (PlayAGS, Inc.)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Letter of Credit with a one one-year tenor may provide for automatic renewal or extension thereof for additional one one-year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve12-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve12-month period to be agreed upon at the time such Letter of Credit is issued; provided, further, that if such Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days prior to the Revolving Facility Maturity Date for such Class the Borrower shall provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Collateral Agent and the relevant Issuing Bank in an amount equal to the face amount of each such Letter of Credit on or prior to the date that is five Business Days prior to such Revolving Facility Maturity Date or, if later, such date of issuance.

Appears in 6 contracts

Sources: First Lien Credit Agreement (Hostess Brands, Inc.), First Lien Credit Agreement (Hostess Brands, Inc.), First Lien Credit Agreement (Hostess Brands, Inc.)

Expiration Date. (a) Each Standby Letter of Credit shall will expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Standby Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, provided that any Standby Letter of Credit with a one one-year tenor may provide for the automatic renewal or extension thereof for additional one one-year periods (which, which will in no event, shall event extend beyond the date referred to in the preceding clause (ii) of this paragraph (c)) so long as such Standby Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve12-month period (commencing with the date of issuance of such Standby Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve12-month period to be agreed upon at the time such Standby Letter of Credit is issued; provided, further, that if such the Issuing Bank consents and the Administrative Agent each consent in its their sole discretion, the expiration date on of any Standby Letter of Credit may extend beyond the date referred to in clause (ii) above; and, provided, further, that (A) if any such Standby Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days 30 days prior to the Revolving Facility Maturity Date for such Class Date, the Borrower shall Borrowers will provide Cash Collateral cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to 103% of the face amount of each such Standby Letter of Credit on or prior to the date that is five Business Days 30 days prior to such Revolving Facility the Maturity Date or, if later, such date of issuance, and (B) each Revolving Lender’s participation in any undrawn Standby Letter of Credit that is outstanding on the Maturity Date will terminate on the Maturity Date. (b) Each Trade Letter of Credit will expire on the earlier of (i) 180 days after such Trade Letter of Credit’s date of issuance or (ii) the date that is five Business Days prior to the Maturity Date.

Appears in 6 contracts

Sources: Loan Agreement (Ulta Beauty, Inc.), Loan Agreement (Ulta Beauty, Inc.), Loan Agreement (Ulta Beauty, Inc.)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided, further, that if such Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days prior to the Revolving Facility Maturity Date for such Class the Borrower shall provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Collateral Agent and the relevant Issuing Bank in an amount equal to the face amount of each such Letter of Credit on or prior to the date that is five Business Days prior to such Revolving Facility Maturity Date or, if later, such date of issuance.

Appears in 6 contracts

Sources: Incremental Assumption and Amendment Agreement (ADT Inc.), Incremental Assumption and Amendment Agreement (ADT Inc.), Amendment Agreement No. 8 (ADT Inc.)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided, further, that if such Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days prior to the Revolving Facility Maturity Date for such Class the Borrower shall provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to the face amount of each such Letter of Credit on or prior to the date that is five Business Days prior to such Revolving Facility Maturity Date or, if later, such date of issuance.

Appears in 6 contracts

Sources: Credit Agreement (United Parks & Resorts Inc.), Credit Agreement (United Parks & Resorts Inc.), Credit Agreement (United Parks & Resorts Inc.)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided, further, that if such the Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days 30 days prior to the Revolving Facility Maturity Date for such Class the Borrower shall provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Collateral Agent and the relevant Issuing Bank in an amount equal to the face amount of each such Letter of Credit Minimum L/C Collateral Amount on or prior to the date that is five Business Days 30 days prior to such Revolving Facility Maturity Date or, if later, such date of issuance.

Appears in 5 contracts

Sources: Incremental Assumption Agreement (AP Gaming Holdco, Inc.), First Lien Credit Agreement (McGraw-Hill Interamericana, Inc.), First Lien Credit Agreement (AP Gaming Holdco, Inc.)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise mutually agreed upon by the Borrower and the applicable Issuing Bank in their sole discretionBank) after the date of the issuance of such Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise mutually agreed upon by the Borrower and the applicable Issuing Bank in their sole discretionBank) after such renewal or extension) and (ii) the date that is five (5) Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for an additional one year periods period of up to twelve (12) months (which, in no event, shall extend beyond the date referred to in clause subclause (ii) of this paragraph clause (c), except to the extent Cash Collateralized or backstopped pursuant to an arrangement reasonably acceptable to the relevant Issuing Bank) so long as such Letter of Credit (any such Letter of Credit, an “Auto Renewal Letter of Credit”) permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month twelve (12)-month period (commencing with the date of issuance of such Auto Renewal Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month twelve (12)-month period to be agreed upon at the time such Auto Renewal Letter of Credit is issued; provided, further, that if such the Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause subclause (ii) above, provided, that if above but the participations of the Lenders with Revolving Facility Commitments of the applicable Class shall terminate on the applicable Revolving Facility Maturity Date. If any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five (5) Business Days prior to the Revolving Facility Maturity Date for such Class the Borrower shall provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Collateral Agent and the relevant Issuing Bank in an amount equal to the face amount of each such Letter of Credit on or prior to the date that is five (5) Business Days prior to such Revolving Facility Maturity Date or, if later, such date of issuance. Unless otherwise directed by the applicable Issuing Bank, the Borrower shall not be required to make a specific request to such Issuing Bank for any such renewal. Once an Auto Renewal Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than such Revolving Facility Maturity Date (except as otherwise provided in the second proviso to this clause (c)).

Appears in 5 contracts

Sources: Incremental Assumption Agreement (Westrock Coffee Co), Credit Agreement (Westrock Coffee Co), Credit Agreement (Westrock Coffee Co)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided, further, that if such the Issuing Bank consents and the Administrative Agent each consent in its their sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause (ii) above, ; provided, that (x) if any such Letter of Credit is outstanding or the expiration date is issued under the Revolving Facility Commitments of any Class after the extended to a date that is later than five Business Days prior to the Revolving Facility Maturity Date for such Class the Borrower shall provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank Collateralize each such Letter of Credit in an amount equal to the face amount of each such Letter of Credit Minimum L/C Collateral Amount on or prior to the date that is five Business Days prior to such Revolving Facility the Maturity Date or, if later, such date of issuanceissuance and (y) each Lender’s participation in any undrawn Letter of Credit that is outstanding on the Maturity Date shall terminate on the Maturity Date.

Appears in 4 contracts

Sources: Asset Based Revolving Credit Agreement (Sun Country Airlines Holdings, Inc.), Asset Based Revolving Credit Agreement (Sun Country Airlines Holdings, Inc.), Asset Based Revolving Credit Agreement (Sun Country Airlines Holdings, Inc.)

Expiration Date. Each Standby Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Standby Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Standby Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Standby Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Standby Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Standby Letter of Credit is issued; provided, further, that if such the Issuing Bank consents and the Administrative Agent each consent in its their sole discretion, the expiration date on any Standby Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that (x) if any such Standby Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days 30 days prior to the Revolving Facility Maturity Date for such Class the Borrower shall provide Cash Collateral cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to 105% of the face amount of each such Standby Letter of Credit on or prior to the date that is five Business Days 30 days prior to such the Revolving Facility Maturity Date or, if later, such date of issuanceissuance and (y) each Revolving Lender’s participation in any undrawn Letter of Credit that is outstanding on the Revolving Facility Maturity Date shall terminate on the Revolving Facility Maturity Date. Each Trade Letter of Credit shall expire on the earlier of (x) 180 days after such Trade Letter of Credit’s date of issuance or (y) the date five Business Days prior to the Revolving Facility Maturity Date.

Appears in 4 contracts

Sources: Credit Agreement (Verso Paper Holdings LLC), Credit Agreement (Verso Sartell LLC), Credit Agreement (Verso Paper Corp.)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise mutually agreed upon by the Borrower and the applicable Issuing Bank in their sole discretionBank) after the date of the issuance of such Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise mutually agreed upon by the Borrower and the applicable Issuing Bank in their sole discretionBank) after such renewal or extension) and (ii) the date that is five three (3) Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for an additional one year periods period of up to 12 months (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c), except to the extent Cash Collateralized or backstopped pursuant to an arrangement reasonably acceptable to the relevant Issuing Bank) so long as such Letter of Credit (any such Letter of Credit, an “Auto Renewal Letter of Credit”) permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Auto Renewal Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Auto Renewal Letter of Credit is issued; provided, further, that if such the Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if above but the participations of the Lenders with Revolving Facility Commitments of the applicable Class shall terminate on the applicable Revolving Facility Maturity Date. If any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five three (3) Business Days prior to the Revolving Facility Maturity Date for such Class the Borrower shall provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Collateral Agent and the relevant Issuing Bank in an amount equal to the face amount of each such Letter of Credit on or prior to the date that is five three (3) Business Days prior to such Revolving Facility Maturity Date or, if later, such date of issuance. Unless otherwise directed by the Issuing Bank, the Borrower shall not be required to make a specific request to the Issuing Bank for any such renewal. Once an Auto Renewal Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than such Revolving Facility Maturity Date (except as otherwise provided in the second proviso to this paragraph (c)).

Appears in 4 contracts

Sources: Credit Agreement (Dollar Tree Inc), Credit Agreement (Dollar Tree Inc), Credit Agreement (Dollar Tree Inc)

Expiration Date. Each Standby Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Standby Letter of Credit (or, in the case of any renewal or extension thereof, one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after such renewal or extension) ), and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, provided that any Standby Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Standby Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Standby Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Standby Letter of Credit is issued; provided, further, that if such the Issuing Bank consents and the Administrative Agent each consent in its their sole discretion, the expiration date on any Standby Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, ; provided that (x) if any such Standby Letter of Credit is outstanding outstanding, or is issued under the Revolving Facility Commitments of any Class after after, the date that is five Business Days 30 days prior to the Revolving Facility Maturity Date for such Class Date, the Borrower shall provide Cash Collateral cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to 103% (or, with respect to Alternate Currency Letters of Credit not cash collateralized in the Alternate Currency, 115%) of the face amount of each such Standby Letter of Credit on or prior to the date that is five Business Days 30 days prior to such the Revolving Facility Maturity Date or, if later, such the date of issuanceissuance thereof and (y) each Revolving Facility Lender’s participation in any undrawn Letter of Credit that is outstanding on the Revolving Facility Maturity Date shall terminate on the Revolving Facility Maturity Date. Each Trade Letter of Credit shall expire on the earlier of (x) 120 days after such Trade Letter of Credit’s date of issuance or renewal or extension or (y) the date five Business Days prior to the Revolving Facility Maturity Date.

Appears in 4 contracts

Sources: Credit Agreement (Verso Corp), Credit Agreement (Verso Corp), Asset Based Revolving Credit Agreement (Verso Corp)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise mutually agreed upon by the Borrower and the applicable Issuing Bank in their sole discretionBank) after the date of the issuance of such Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise mutually agreed upon by the Borrower and the applicable Issuing Bank in their sole discretionBank) after such renewal or extension) and (ii) the date that is five (5) Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for an additional one year periods period of up to 12 months (which, in no event, shall extend beyond the date referred to in clause subclause (ii) of this paragraph clause (c), except to the extent Cash Collateralized or backstopped pursuant to an arrangement reasonably acceptable to the relevant Issuing Bank) so long as such Letter of Credit (any such Letter of Credit, an “Auto Renewal Letter of Credit”) permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Auto Renewal Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Auto Renewal Letter of Credit is issued; provided, further, that if such the Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause subclause (ii) above, provided, that if above but the participations of the Lenders with Revolving Facility Commitments of the applicable Class shall terminate on the applicable Revolving Facility Maturity Date. If any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five (5) Business Days prior to the Revolving Facility Maturity Date for such Class the Borrower shall provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Collateral Agent and the relevant Issuing Bank in an amount equal to the face amount of each such Letter of Credit on or prior to the date that is five (5) Business Days prior to such Revolving Facility Maturity Date or, if later, such date of issuance. Unless otherwise directed by the applicable Issuing Bank, the Borrower shall not be required to make a specific request to such Issuing Bank for any such renewal. Once an Auto Renewal Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than such Revolving Facility Maturity Date (except as otherwise provided in the second proviso to this clause (c)).

Appears in 3 contracts

Sources: Credit Agreement (CMC Materials, Inc.), Credit Agreement (Cabot Microelectronics Corp), Credit Agreement (Cabot Microelectronics Corp)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, however, that (x) subject to clause (y) below, any Letter of Credit with may, upon the request of the Borrower, include a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as provision whereby such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period shall be renewed automatically for additional consecutive periods of one year or less (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided, further, that if such Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend but not beyond the date referred to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days prior to the Revolving Facility Maturity Date for such Class Date) unless the Borrower shall provide Cash Collateral pursuant to documentation reasonably satisfactory applicable Issuing Bank notifies the beneficiary thereof at least 30 days prior to the Administrative Agent and the relevant Issuing Bank in an amount equal to the face amount of each then-applicable expiration date that such Letter of Credit on or will not be renewed and (y) any Letter of Credit may, upon request of the Borrower and with the prior written consent of the Issuing Bank in its sole discretion, expire following the date otherwise permitted by clause (i) and (ii) above and prior to the fourth anniversary of the issuance thereof; provided that, in the case of any such Letter of Credit that is scheduled to or could expire on a date following the date that is five Business Days prior to such the Revolving Facility Maturity Date orDate, if later, no later than such date that is six months prior to the Revolving Maturity Date, the Borrower must deposit into an account established and maintained by the Issuing Bank, an amount in cash equal to 103% of issuancethe face amount of such Letter of Credit as cash collateral to secure the Borrower’s obligations in respect of such Letter of Credit (any such Letter of Credit contemplated by this proviso to this clause (y), an “Extended Maturity LC”).

Appears in 3 contracts

Sources: Credit Agreement (Comtech Telecommunications Corp /De/), Credit Agreement (Comtech Telecommunications Corp /De/), Credit Agreement (Comtech Telecommunications Corp /De/)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise mutually agreed upon by the Borrower Representative and the applicable Issuing Bank in their sole discretionBank) after the date of the issuance of such Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise mutually agreed upon by the Borrower Representative and the applicable Issuing Bank in their sole discretionBank) after such renewal or extension) and (ii) the date that is five three (3) Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for an additional one year periods period of up to 12 months (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c), except to the extent Cash Collateralized or backstopped pursuant to an arrangement reasonably acceptable to the relevant Issuing Bank) so long as such Letter of Credit (any such Letter of Credit, an “Auto Renewal Letter of Credit”) permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Auto Renewal Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Auto Renewal Letter of Credit is issued; provided, further, that if such the applicable Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if above but the participations of the Lenders with Revolving Facility Commitments of the applicable Class shall terminate on the applicable Revolving Facility Maturity Date. If any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five three (3) Business Days prior to the Revolving Facility Maturity Date for such Class the applicable Borrower shall provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Collateral Agent and the relevant Issuing Bank in an amount equal to the face amount of each such Letter of Credit on or prior to the date that is five three (3) Business Days prior to such Revolving Facility Maturity Date or, if later, such date of issuance. Unless otherwise directed by the applicable Issuing Bank, the applicable Borrower shall not be required to make a specific request to the applicable Issuing Bank for any such renewal. Once an Auto Renewal Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than such Revolving Facility Maturity Date (except as otherwise provided in the second proviso to this paragraph (c)).

Appears in 3 contracts

Sources: Credit Agreement (Adient PLC), Credit Agreement (Johnson Controls Inc), Credit Agreement (Adient LTD)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided, further, that if such Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days prior to the Revolving Facility Maturity Date for such Class Class, the Borrower shall provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to the face available amount of each such Letter of Credit on or prior to the date that is five Business Days prior to such Revolving Facility Maturity Date or, if later, such date of issuance.

Appears in 3 contracts

Sources: Credit Agreement (Driven Brands Holdings Inc.), Credit Agreement (Driven Brands Holdings Inc.), Credit Agreement (Driven Brands Holdings Inc.)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to (A) in the applicable case of any Revolving Letter of Credit, the Revolving Facility Maturity Date and (B) in the case of any Synthetic Letter of Credit, the Synthetic L/C Maturity Date; provided, that any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each such twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelveat least 30 days prior to the then-month period to be agreed upon at the time applicable expiration date that such Letter of Credit is issuedwill not be renewed; provided, provided further, that if such the applicable Issuing Bank consents and the Administrative Agent each consent in its their sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or the expiration date is issued under the Revolving Facility Commitments of any Class extended to a date after the date that is five Business Days prior to (A) in the case of any Revolving Letter of Credit, the Revolving Facility Maturity Date for such Class and (B) in the case of any Synthetic Letter of Credit, the Synthetic L/C Maturity Date the Borrower shall provide Cash Collateral cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to 105% of the face amount of each such Letter of Credit or provide a back-to-back letter of credit, in form and substance and from an issuing bank reasonably satisfactory to the relevant Issuing Bank, on or prior to the date that is five Business Days prior to such (A) in the case of any Revolving Letter of Credit, the Revolving Facility Maturity Date orand (B) in the case of any Synthetic Letter of Credit, if later, such date of issuancethe Synthetic L/C Maturity Date.

Appears in 3 contracts

Sources: Amendment to Credit Agreement (Anywhere Real Estate Group LLC), Credit Agreement (Realogy Holdings Corp.), Credit Agreement (NRT Settlement Services of Missouri LLC)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Extended Revolving Facility Maturity Date; provided, that any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided, further, that if such Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days prior to the Revolving Facility Maturity Date for such Class the Borrower shall provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to the face amount of each such Letter of Credit on or prior to the date that is five Business Days prior to such Revolving Facility Maturity Date or, if later, such date of issuance.

Appears in 3 contracts

Sources: Credit Agreement (Dave & Buster's Entertainment, Inc.), Credit Agreement (Dave & Buster's Entertainment, Inc.), Credit Agreement (Dave & Buster's Entertainment, Inc.)

Expiration Date. Each Standby Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable relevant Issuing Bank in their sole discretion) after the date of the issuance of such Standby Letter of Credit (or, in the case of any renewal or extension thereof, one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable relevant Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Final Maturity Date; provided, that any Standby Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one one-year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Standby Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Standby Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Standby Letter of Credit is issued; provided, further, that if such the Issuing Bank consents and the Administrative Agent each consent in its their sole discretion, the expiration date on any Standby Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that (x) if any such Standby Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days 30 days prior to the Revolving Facility Final Maturity Date for such Class Date, the Applicable Administrative Borrower shall provide Cash Collateral cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to 105% of the face amount of each such Standby Letter of Credit or provide a back- to-back letter of credit, in form and substance and from an issuing bank satisfactory to the relevant Issuing Bank on or prior to the date that is five Business Days 30 days prior to such Revolving Facility the Final Maturity Date or, if later, such date of issuanceissuance and (y) each Lender’s participation in any undrawn Letter of Credit that is outstanding on the Final Maturity Date shall terminate on the Final Maturity Date. Each Trade Letter of Credit shall expire on the earlier of (x) 180 days after such Trade Letter of Credit’s date of issuance or (y) the date that is five Business Days prior to the Final Maturity Date.

Appears in 2 contracts

Sources: Abl Credit Agreement (Claire's Holdings LLC), Abl Credit Agreement (Claire's Holdings LLC)

Expiration Date. Each Standby Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Standby Letter of Credit (or, in the case of any extension thereof, up to one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Standby Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional up to one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Standby Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Standby Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Standby Letter of Credit is issued; provided, further, that if such the applicable Issuing Bank consents and the Administrative Agent each consent in its their sole discretion, the expiration date on any Standby Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Standby Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days 30 days prior to the such Revolving Facility Maturity Date for such Class the Borrower shall provide Cash Collateral cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to 102% of the face amount of each such Standby Letter of Credit on such date of issuance. Each Trade Letter of Credit shall expire on the earlier of (x) 180 days after such Trade Letter of Credit’s date of issuance or prior to (y) the date that is five Business Days prior to such the applicable Revolving Facility Maturity Date or, if later, such date of issuanceDate.

Appears in 2 contracts

Sources: Credit Agreement (Norwegian Cruise Line Holdings Ltd.), Credit Agreement (Norwegian Cruise Line Holdings Ltd.)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year (unless otherwise agreed upon by the Borrower Agent and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower Agent and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Extended Revolving Facility Maturity Date; provided, that any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided, further, that if such Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days prior to the Revolving Facility Maturity Date for such Class the Borrower Agent shall provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to the face amount of each such Letter of Credit on or prior to the date that is five Business Days prior to such Revolving Facility Maturity Date or, if later, such date of issuance.

Appears in 2 contracts

Sources: Credit Agreement (Dave & Buster's Entertainment, Inc.), Credit Agreement (Dave & Buster's Entertainment, Inc.)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity LC Termination Date; providedprovided that, that any notwithstanding the foregoing, no Letter of Credit shall be issued (x) with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend an expiration date beyond the date referred to then Maturity Date of any Lender if after giving effect thereto the total Revolving Credit Exposures would exceed the Expected Total Commitment in clause (ii) of this paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in effect for each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time day on which such Letter of Credit is issued; to be outstanding that occurs beyond such Maturity Date or (y) with an expiration date beyond the Business Day next preceding the then Maturity Date of the Issuing Bank thereof (as to any Issuing Bank, its “LC Issuer Maturity Date”), provided, furtherhowever, that if such that, at the request of the Borrower, an Issuing Bank consents may in its sole discretion, the expiration date on discretion permit any Letter of Credit may extend beyond to have an expiration date after the LC Termination Date by giving written notice of such permission to the Borrower, so long as upon the date referred of any request of the respective Issuing Bank the Borrower shall pay to the respective Issuing Bank an amount of cash and/or cash equivalents acceptable to such Issuing Bank (in clause (iiU.S. Dollars or the applicable Approved Alternate Currency as requested by such Issuing Bank) aboveequal to 105% of the LC Exposure with respect to such Letter of Credit, provided, that if any such cash and cash equivalents to be held as security for the obligations of the Borrower in respect of such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days prior to the Revolving Facility Maturity Date for such Class the Borrower shall provide Cash Collateral in a cash collateral account, and pursuant to documentation reasonably cash collateral arrangements, satisfactory to the Administrative Agent and the relevant such Issuing Bank in an amount equal to the face amount of each such Letter of Credit on or prior to the date that is five Business Days prior to such Revolving Facility Maturity Date or, if later, such date of issuanceBank.

Appears in 2 contracts

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

Expiration Date. (a) Each Standby Letter of Credit shall will expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Standby Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, provided that any Standby Letter of Credit with a one one-year tenor may provide for the automatic renewal or extension thereof for additional one one-year periods (which, which will in no event, shall event extend beyond the date referred to in the preceding clause (ii) of this paragraph (c)) so long as such Standby Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve12-month period (commencing with the date of issuance of such Standby Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve12-month period to be agreed upon at the time such Standby Letter of Credit is issued; provided, further, that if such the Issuing Bank consents and the Administrative Agent each consent in its their sole discretion, the expiration date on of any Standby Letter of Credit may extend beyond the date referred to in clause (ii) above; and, provided, further, that (A) if any such Standby Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days 30 days prior to the Revolving Facility Maturity Date for such Class Date, the Borrower shall will provide Cash Collateral cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to 103% of the face amount of each such Standby Letter of Credit on or prior to the date that is five Business Days 30 days prior to such Revolving Facility the Maturity Date or, if later, such date of issuance, and (B) each Revolving Lender’s participation in any undrawn Letter of Credit that is outstanding on the Maturity Date will terminate on the Maturity Date. (b) Each Trade Letter of Credit will expire on the earlier of (A) 180 days after such Trade Letter of Credit’s date of issuance or (B) the date that is five Business Days prior to the Maturity Date.

Appears in 2 contracts

Sources: Revolving Credit Agreement (PET Acquisition LLC), Revolving Credit Agreement (PET Acquisition LLC)

Expiration Date. Each Standby Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Standby Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, provided that any Standby Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, which in no event, event shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Standby Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve12-month period (commencing with the date of issuance of such Standby Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve12-month period to be agreed upon at the time such Standby Letter of Credit is issued; provided, further, that if such the Issuing Bank consents and the Administrative Agent each consent in its their sole discretion, the expiration date on of any Standby Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, ; provided that (x) if any such Standby Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days 30 days prior to the Revolving Facility Maturity Date for such Class Date, the Borrower Parties shall provide Cash Collateral cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to 103% of the face amount of each such Standby Letter of Credit on or prior to the date that is five Business Days 30 days prior to such Revolving Facility the Maturity Date or, if later, such date of issuance, and (y) each Revolving Lender’s participation in any undrawn Letter of Credit that is outstanding on the Maturity Date shall terminate on the Maturity Date. Each Trade Letter of Credit shall expire on the earlier of (A) 180 days after such Trade Letter of Credit’s date of issuance or (B) the date that is five Business Days prior to the Maturity Date.

Appears in 2 contracts

Sources: Credit Agreement (Smart & Final Stores, Inc.), Revolving Credit Agreement (Smart & Final Stores, Inc.)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided, further, that if such the Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days prior to the Revolving Facility Maturity Date for such Class the Borrower shall provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Collateral Agent and the relevant Issuing Bank in an amount equal to the face amount of each such Letter of Credit on or prior to the date that is five Business Days prior to such Revolving Facility Maturity Date or, if later, such date of issuance.

Appears in 2 contracts

Sources: First Lien Credit Agreement (Cec Entertainment Inc), First Lien Credit Agreement (Hospitality Distribution Inc)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower Representative and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower Representative and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided, further, that if such the Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days prior to the Revolving Facility Maturity Date for such Class the Borrower Borrowers shall provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Collateral Agent and the relevant Issuing Bank in an amount equal to the face amount of each such Letter of Credit on or prior to the date that is five Business Days prior to such Revolving Facility Maturity Date or, if later, such date of issuance.

Appears in 2 contracts

Sources: Credit Agreement (Presidio, Inc.), Credit Agreement (Presidio, Inc.)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve12-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve12-month period to be agreed upon at the time such Letter of Credit is issued; provided, further, that if such Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days prior to the Revolving Facility Maturity Date for such Class the Borrower shall provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to the face amount of each such Letter of Credit on or prior to the date that is five Business Days prior to such Revolving Facility Maturity Date or, if later, such date of issuance.

Appears in 2 contracts

Sources: Incremental Assumption and Amendment Agreement (Rackspace Technology, Inc.), First Lien Credit Agreement (Rackspace Technology, Inc.)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the applicable Borrower and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the applicable Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided, further, that if such the Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days 30 days prior to the Revolving Facility Maturity Date for such Class the Borrower Borrowers shall provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Collateral Agent and the relevant Issuing Bank in an amount equal to the face amount of each such Letter of Credit Minimum L/C Collateral Amount on or prior to the date that is five Business Days 30 days prior to such Revolving Facility Maturity Date or, if later, such date of issuance.

Appears in 2 contracts

Sources: First Lien Credit Agreement (Zurn Water Solutions Corp), Incremental Assumption and Amendment Agreement (Rexnord Corp)

Expiration Date. Each Standby Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Standby Letter of Credit (or, in the case of any renewal or extension thereof, one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Standby Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Standby Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Standby Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Standby Letter of Credit is issued; provided, provided further, that if such the Issuing Bank consents and the Administrative Agent each consent in its their sole discretion, the expiration date on any Standby Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that (x) if any such Standby Letter of Credit is outstanding or the expiration date is issued under the Revolving Facility Commitments of any Class after the extended to a date that is five Business Days 30 days prior to the Revolving Facility Maturity Date for such Class the Borrower shall provide Cash Collateral cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to 105% of the face amount of each such Standby Letter of Credit on or prior to the date that is five Business Days 30 days prior to such Revolving Facility the Maturity Date or, if later, such date of issuanceissuance and (y) each Revolving Facility Lender’s participation in any undrawn Letter of Credit that is outstanding on the Maturity Date shall terminate on the Maturity Date. Each Trade Letter of Credit shall expire on the earlier of (x) 180 days after such Trade Letter of Credit’s date of issuance or renewal or extension or (y) the date five Business Days prior to the Maturity Date.

Appears in 2 contracts

Sources: Credit Agreement (Quality Distribution Inc), Credit Agreement (Quality Distribution Inc)

Expiration Date. Each Standby Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable relevant Issuing Bank in their sole discretion) after the date of the issuance of such Standby Letter of Credit (or, in the case of any renewal or extension thereof, one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable relevant Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving ABL Facility Maturity Date; provided, that any Standby Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Standby Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Standby Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Standby Letter of Credit is issued; provided, further, that if such the Issuing Bank consents and the Administrative Agent each consent in its their sole discretion, the expiration date on any Standby Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that (x) if any such Standby Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days 30 days prior to the Revolving ABL Facility Maturity Date for such Class the Borrower shall provide Cash Collateral cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to 105% of the face amount of each such Standby Letter of Credit or provide a back-to-back letter of credit, in form and substance and from an issuing bank satisfactory to the relevant Issuing Bank on or prior to the date that is five Business Days 30 days prior to such Revolving the ABL Facility Maturity Date or, if later, such date of issuanceissuance and (y) each Revolving Lender’s participation in any undrawn Letter of Credit that is outstanding on the ABL Facility Maturity Date shall terminate on the ABL Facility Maturity Date. Each Trade Letter of Credit shall expire on the earlier of (x) 180 days after such Trade Letter of Credit’s date of issuance or (y) the date that is five Business Days prior to the ABL Facility Maturity Date.

Appears in 2 contracts

Sources: Abl Credit Agreement (Claires Stores Inc), Amendment No. 3 and Waiver (Claires Stores Inc)

Expiration Date. Each Letter of Credit shall expire (or be subject to termination by notice from the Issuing Bank to the beneficiary thereof) at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, including, without limitation, any automatic renewal provision, one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable scheduled Revolving Facility Loan Maturity Date; providedprovided that the Administrative Agent and the Issuing Bank, that any may in their sole discretion permit a Letter of Credit with to have a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the later expiration date referred to in clause (ii) of this paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the expiration date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided, further, that if such Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond not later than the date referred to in clause (ii) above, provided, that if any such Letter of Credit which is outstanding or is issued under the Revolving Facility Commitments of any Class one year after the date that is five Business Days prior to the scheduled Revolving Facility Loan Maturity Date for and the Borrowers satisfy such Class the Borrower shall provide Cash Collateral pursuant to documentation reasonably satisfactory to other conditions as the Administrative Agent and or the relevant Issuing Bank may establish for such renewal or issuance. In addition to all requirements to be satisfied pursuant to Section 2.06(j), Borrower agrees that with respect to all Letters of Credit outstanding on the scheduled Revolving Loan Maturity Date, Borrower shall, not later than the scheduled Revolving Loan Maturity Date, either (A) cause such Letters of Credit to be fully supported by a clean letter of credit issued by a financial institution having a rating of AAA or higher, or (B) deposit with the Administrative Agent in the LC Collateral Account (as such term is defined in Section 2.06(j) of this Agreement) cash in an amount equal to one hundred five percent (105%) of the face amount LC Exposure as of such date plus fees that would be due thereunder through the applicable expiry date. In each case such Letter letter of credit or cash collateral shall be held by the Administrative Agent as security for the repayment of the LC Exposure until the expiry date of all Letters of Credit on or prior to the date that is five Business Days prior to such Revolving Facility Maturity Date or, if later, such date of issuancereturn thereof for cancellation.

Appears in 2 contracts

Sources: Credit Agreement (Escalade Inc), Credit Agreement (Escalade Inc)

Expiration Date. Each Standby Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Standby Letter of Credit (or, in the case of any renewal or extension thereof, one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after such renewal or extension) ), and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, provided that any Standby Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Standby Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Standby Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Standby Letter of Credit is issued; provided, further, that if such the Issuing Bank consents and the Administrative Agent each consent in its their sole discretion, the expiration date on any Standby Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, ; provided that (x) if any such Standby Letter of Credit is outstanding outstanding, or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days 30 days prior to the Revolving Facility Maturity Date for such Class Date, the Borrower shall provide Cash Collateral cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to 105% of the face amount of each such Standby Letter of Credit on or prior to the date that is five Business Days 30 days prior to such the Revolving Facility Maturity Date or, if later, such date of issuanceissuance and (y) each Revolving Facility Lender’s participation in any undrawn Letter of Credit that is outstanding on the Revolving Facility Maturity Date shall terminate on the Revolving Facility Maturity Date. Each Trade Letter of Credit shall expire on the earlier of (x) 180 days after such Trade Letter of Credit’s date of issuance or renewal or extension or (y) the date five Business Days prior to the Revolving Facility Maturity Date.

Appears in 1 contract

Sources: Credit Agreement (Verso Paper Corp.)

Expiration Date. Each Standby Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable relevant Issuing Bank in their sole discretion) after the date of the issuance of such Standby Letter of Credit (or, in the case of any renewal or extension thereof, one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable relevant Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Standby Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Standby Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Standby Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Standby Letter of Credit is issued; provided, further, that if such the Issuing Bank consents and the Administrative Agent each consent in its their sole discretion, the expiration date on any Standby Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that (x) if any such Standby Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days 30 days prior to the Revolving Facility Maturity Date for such Class the Borrower shall provide Cash Collateral cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to 105% of the face amount of each such Standby Letter of Credit or provide a back-to-back letter of credit, in form and substance and from an issuing bank satisfactory to the relevant Issuing Bank on or prior to the date that is five Business Days 30 days prior to such the Revolving Facility Maturity Date or, if later, such date of issuanceissuance and (y) each Lender’s participation in any undrawn Letter of Credit that is outstanding on the Revolving Facility Maturity Date shall terminate on the Revolving Facility Maturity Date. Each Trade Letter of Credit shall expire on the earlier of (x) 180 days after such Trade Letter of Credit’s date of issuance or (y) the date that is five Business Days prior to the Revolving Facility Maturity Date.

Appears in 1 contract

Sources: Credit Agreement (Claires Stores Inc)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise mutually agreed upon by the Borrower and the applicable Issuing Bank in their sole discretionBank) after the date of the issuance of such Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise mutually agreed upon by the Borrower and the applicable Issuing Bank in their sole discretionBank) after such renewal or extension) and (ii) the date that is five (5) Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for an additional one year periods period of up to twelve (12) months (which, in no event, shall extend beyond the date referred to in clause subclause (ii) of this paragraph clause (c), except to the extent Cash Collateralized or backstopped pursuant to an arrangement reasonably acceptable to the relevant Issuing Bank) so long as such Letter of Credit (any such Letter of Credit, an “Auto Renewal Letter of Credit”) permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month twelve (12)-month period (commencing with the date of issuance of such Auto Renewal Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month twelve (12)-month period to be agreed upon at the time such Auto Renewal Letter of Credit is issued; provided, further, that if such the Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause subclause (ii) above, provided, that if above but the participations of the Lenders with Revolving Facility Commitments of the applicable Class shall terminate on the applicable Revolving Facility Maturity Date. If any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five (5) Business Days prior to the Revolving Facility Maturity Date for such Class the Borrower shall provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Collateral Agent and the relevant Issuing Bank in an amount equal to the face amount of each such Letter of Credit on or prior to the date that is five (5) Business Days prior to such Revolving Facility Maturity Date or, if later, such date of issuance. Unless otherwise directed by the applicable Issuing Bank, the Borrower shall not be required to make a specific request to such Issuing Bank for any such renewal. Once an Auto Renewal Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) ​ ​ the applicable Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than such Revolving Facility Maturity Date (except as otherwise provided in the second proviso to this clause (c)).

Appears in 1 contract

Sources: Credit Agreement (Westrock Coffee Co)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on have a stated expiration date no later than the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) twelve months after the date of the issuance of such Letter of Credit (or, in the case of any extension of the expiration date thereof, one year (unless otherwise agreed upon whether automatic or by amendment, twelve months after the Borrower and the applicable Issuing Bank in their sole discretion) after then current expiration date of such renewal or extensionLetter of Credit) and (ii) the date that is five Business Days prior to the applicable Maturity Date for the Revolving Credit Facility; provided that, if there exist any Incremental Revolving Commitments having a maturity date later than the Maturity Date for the Revolving Credit Facility (the “Subsequent Maturity Date; provided”), that any then, so long as the aggregate L/C Obligations in respect of Letters of Credit expiring after the Maturity Date for the Revolving Credit Facility will not exceed the lesser of $50,000,000 and the aggregate amount of such Incremental Revolving Commitments, the applicable Borrower, or the Borrower Agent on its behalf, may request the issuance of a Letter of Credit with a that shall expire at or prior to the close of business on the earlier of (A) the date one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with after the date of the issuance of such Letter of Credit) by giving prior notice to Credit (or, in the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided, further, that if such Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments case of any Class renewal or extension thereof, one year after such renewal or extension) and (B) the date that is five Business Days prior to the Revolving Facility Subsequent Maturity Date. Notwithstanding the foregoing, any Letter of Credit issued hereunder may, in the sole discretion of the applicable L/C Issuer, expire after the fifth Business Day prior to the Maturity Date for the Revolving Credit Facility (or the Subsequent Maturity Date) but on or before the date that is 90 days after the Maturity Date for the Revolving Credit Facility (or the Subsequent Maturity Date); provided that each Borrower hereby agrees that it shall in the case of any such Class the Borrower shall Letter of Credit issued for its account provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank cash collateral in an amount equal to the face amount Minimum Collateral Amount in respect of each any such outstanding Letter of Credit on or prior to the date that is applicable L/C Issuer at least five Business Days prior to such Revolving Facility the Maturity Date orfor the Revolving Credit Facility (or the Subsequent Maturity Date), if laterwhich such amount shall be (A) deposited by the applicable Borrower in an account with and in the name of such L/C Issuer and (B) held by such L/C Issuer for the satisfaction of the applicable Borrower’s reimbursement obligations in respect of such L/C Issuer until the expiration of such Letter of Credit. Any Letter of Credit issued with an expiration date beyond the fifth Business Day prior to the Maturity Date for the Revolving Credit Facility (or the Subsequent Maturity Date) shall, such date to the extent of issuanceany undrawn amount remaining thereunder on the Maturity Date for the Revolving Credit Facility (or the Subsequent Maturity Date), cease to be a “Letter of Credit” outstanding under this Agreement for purposes of the Revolving Credit Lenders’ obligations to participate in Letters of Credit pursuant to clause (e) below.

Appears in 1 contract

Sources: Credit Agreement (NCR Corp)

Expiration Date. Each Standby Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable relevant Issuing Bank in their sole discretion) after the date of the issuance of such Standby Letter of Credit (or, in the case of any renewal or extension thereof, one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable relevant Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Standby Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Standby Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Standby Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Standby Letter of Credit is issued; provided, further, that if such the Issuing Bank consents and the Administrative Agent each consent in its their sole discretion, the expiration date on any Standby Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that (x) if any such Standby Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days 30 days prior to the Revolving Facility Maturity Date for such Class the Borrower shall provide Cash Collateral cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to 105% of the face amount of each such Standby Letter of Credit or provide a back-to-back letter of credit, in form and substance and from an issuing bank satisfactory to the relevant Issuing Bank on or prior to the date that is five Business Days 30 days prior to such the Revolving Facility Maturity Date or, if later, such date of issuanceissuance and (y) each Revolving Lender’s participation in any undrawn Letter of Credit that is outstanding on the Revolving Facility Maturity Date shall terminate on the Revolving Facility Maturity Date. Each Trade Letter of Credit shall expire on the earlier of (x) 180 days after such Trade Letter of Credit’s date of issuance or (y) the date that is five Business Days prior to the Revolving Facility Maturity Date.

Appears in 1 contract

Sources: Credit Agreement (Claires Stores Inc)

Expiration Date. Each Standby Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable relevant Issuing Bank in their sole discretion) after the date of the issuance of such Standby Letter of Credit (or, in the case of any renewal or extension thereof, one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable relevant Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Standby Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Standby Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Standby Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Standby Letter of Credit is issued; provided, further, that if such the Issuing Bank consents and the Administrative Agent each consent in its their sole discretion, the expiration date on any Standby Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that (x) if any such Standby Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days 30 days prior to the Revolving Facility Maturity Date for such Class the Borrower shall provide Cash Collateral cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to 105% of the face amount of each such Standby Letter of Credit or provide a back-to-back letter of credit, in form and substance and from an issuing bank satisfactory to the relevant Issuing Bank on or prior to the date that is five Business Days 30 days prior to such the Revolving Facility Maturity Date or, if later, such date of issuanceissuance and (y) each Revolving Lender's participation in any undrawn Letter of Credit that is outstanding on the Revolving Facility Maturity Date shall terminate on the Revolving Facility Maturity Date. Each Trade Letter of Credit shall expire on the earlier of (x) 180 days after such Trade Letter of Credit's date of issuance or (y) the date five Business Days prior to the Revolving Facility Maturity Date.

Appears in 1 contract

Sources: Credit Agreement (Claires Stores Inc)

Expiration Date. Each Letter of Credit shall expire (or be subject to termination by notice from the relevant Issuing Bank to the beneficiary thereof) at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) (A) the date that is five Business Days prior to the Maturity Date (provided that, notwithstanding the foregoing, no Letter of Credit may expire beyond the close of business on the date that is five Business Days prior to (I) the earliest Maturity Date applicable Revolving Facility to any Lender, unless the amount of such Letter of Credit on the date of issuance, renewal or extension, as applicable, together with the aggregate amount of the outstanding LC Exposure and Tranche 1 Loans at such time, is less than or equal to the total Tranche 1 Commitments of all Lenders having a later Maturity DateDate and (II) the Maturity Date applicable to the Issuing Bank that is the issuer of such Letter of Credit) or (B) such later date as the Issuing Bank that issues such Letter of Credit may agree to the extent that on the date of the issuance, renewal, amendment or extension of such Letter of Credit, as applicable, such Letter of Credit is cash collateralized in a manner (and in an amount not less than 103% of the face amount of such Letter of Credit) acceptable to such Issuing Bank in its sole discretion; provided, provided further that in the event that an Issuing Bank consents to an expiration date for any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond that is after the date referred to in clause (iiii)(A) above (but disregarding clause (II) of this paragraph (cthe parenthetical therein)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided, further, that if such Issuing Bank consents in its sole discretion, the expiration date Lenders shall cease to have risk participations therein on any Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days prior to the Revolving Facility applicable Maturity Date for such Class the Borrower shall provide Cash Collateral pursuant to documentation reasonably satisfactory (except to the Administrative Agent and extent of any LC Disbursement made on or prior to such date or, solely in the relevant Issuing Bank in an amount equal event any rule of law or uniform practices to the face amount of each which such Letter of Credit on is subject (including Section 3.14 of ISP 98 or prior any successor publication of the International Chamber of Commerce) permits a drawing to be made under such Letter of Credit after the date that is five Business Days prior to expiration thereof, after such Revolving Facility Maturity Date or, if later, such date of issuancedate).

Appears in 1 contract

Sources: Incremental Facility Agreement (Tesoro Corp /New/)

Expiration Date. Each Standby Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank relevant Letter of Credit Issuer in their sole discretion) after the date of the issuance of such Standby Letter of Credit (or, in the case of any renewal or extension thereof, one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank relevant Letter of Credit Issuer in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Final Maturity Date; provided, that any Standby Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one one-year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Standby Letter of Credit permits the applicable Issuing Bank Letter of Credit Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Standby Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Standby Letter of Credit is issued; provided, further, that if such Issuing Bank consents the Letter of Credit Issuer and the Administrative Agent each consent in its their sole discretion, the expiration date on any Standby Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that (x) if any such Standby Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days 30 days prior to the Revolving Facility Final Maturity Date for such Class Date, the Borrower shall provide Cash Collateral cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank Letter of Credit Issuer in an amount equal to 105% of the face amount of each such Standby Letter of Credit or provide a back-to-back letter of credit, in form and substance and from a Letter of Credit Issuer satisfactory to the relevant Letter of Credit Issuer on or prior to the date that is five Business Days 30 days prior to such Revolving Facility the Final Maturity Date or, if later, such date of issuanceissuance and (y) each Lender’s participation in any undrawn Letter of Credit that is outstanding on the Final Maturity Date shall terminate on the Final Maturity Date. Each Trade Letter of Credit shall expire on the earlier of (x) 180 days after such Trade Letter of Credit’s date of issuance or (y) the date that is five Business Days prior to the Final Maturity Date.

Appears in 1 contract

Sources: Abl Credit Agreement (Claire's Holdings LLC)

Expiration Date. Each Standby Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Standby Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Standby Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Standby Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Standby Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-twelve- month period to be agreed upon at the time such Standby Letter of Credit is issued; provided, further, that if such the Issuing Bank consents and the Administrative Agent each consent in its their sole discretion, the expiration date on any Standby Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Standby Letter of Credit is outstanding or the expiration date is issued under the Revolving Facility Commitments of any Class extended to a date after the date that is five Business Days 30 days prior to the Revolving Facility Maturity Date for such Class the Borrower shall provide Cash Collateral cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to 105% of the face amount of each such Standby Letter of Credit or provide back-to-back letters of credit, in form and substance and from an issuing bank reasonably satisfactory to the relevant Issuing Bank, on or prior to the date that is 30 days prior to the Revolving Facility Maturity Date. Each Trade Letter of Credit shall expire not later than (x) 180 days after such Trade Letter of Credit’s date of issuance, or, if earlier, (y) the date five Business Days prior to such the Revolving Facility Maturity Date or, if later, such date of issuanceDate.

Appears in 1 contract

Sources: Credit Agreement (Noranda Aluminum Acquisition CORP)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier theearlier of (i) the date one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their intheir sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any extension thereof, ,one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extensiondiscretion)after the then-current expiration date) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity DateMaturityDate; provided, that any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional foradditional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph thisparagraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least atleast once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior givingprior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time thetime such Letter of Credit is issued; provided, further, that if such Issuing Bank consents in its sole discretion, the expiration theexpiration date on any Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any ifany such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that datethat is five Business Days prior to the Revolving Facility Maturity Date for such Class the Borrower shall either (1) provide Cash Collateral pursuant Collateralpursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount anamount equal to the face amount of each such Letter of Credit or (2) arrange for such Letter of Credit to bebackstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank, in each case, on or prior to the tothe date that is five Business Days prior to such the Revolving Facility Maturity Date or, if later, such date of issuance.Notwithstanding anything to the contrary herein, from and after the Revolving Maturity Date no Revolving Lendershall be required to acquire or otherwise hold a participation in any Letter of Credit that is outstanding after suchdate.(d)Participations .. By the issuance of a Letter of Credit (or an amendment to a Letter of Creditincreasing the amount thereof) and without any further action on the part of the Issuing Bank or the Lenders, theIssuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from the IssuingBank, a participation in such Letter of Credit equal to such Revolving Lender’s Commitment Percentage of theaggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of theforegoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent,for the account of the Issuing Bank, such Revolving Lender’s Commitment Percentage of each LC Disbursementmade by the Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of thisSection 2.06 , or of any reimbursement payment required to be refunded to the Borrower for any reason. EachRevolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph inrespect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever,including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of aDefault or reduction or termination of the Revolving Commitments, and that each such payment shall be madewithout any offset, abatement, withholding or reduction whatsoever.(e)

Appears in 1 contract

Sources: Credit Agreement (Consolidated Communications Holdings, Inc.)

Expiration Date. Each Standby Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Standby Letter of Credit (or, in the case of any renewal or extension thereof, one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after such renewal or extension) ), and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Standby Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Standby Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Standby Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Standby Letter of Credit is issued; , provided, further, that if such the Issuing Bank consents and the Administrative Agent each consent in its their sole discretion, the expiration date on any Standby Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, ; provided that (x) if any such Standby Letter of Credit is outstanding outstanding, or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days 30 days prior to the Revolving Facility Maturity Date for such Class Date, the Borrower shall provide Cash Collateral cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to 105% of the face amount of each such Standby Letter of Credit on or prior to the date that is five Business Days 30 days prior to such Revolving Facility the Maturity Date or, if later, such date of issuanceissuance and (y) each Revolving Facility Lender’s participation in any undrawn Letter of Credit that is outstanding on the Maturity Date shall terminate on the Maturity Date. Each Trade Letter of Credit shall expire on the earlier of (x) 180 days after such Trade Letter of Credit’s date of issuance or renewal or extension or (y) the date five Business Days prior to the Maturity Date.

Appears in 1 contract

Sources: Superpriority Secured Debtor in Possession Credit Agreement (Verso Paper Holdings LLC)

Expiration Date. Each Standby Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Standby Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Standby Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Standby Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Standby Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Standby Letter of Credit is issued; provided, further, that if such the Issuing Bank consents and the Administrative Agent each consent in its their sole discretion, the expiration date on any Standby Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Standby Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days 30 days prior to the such Revolving Facility Maturity Date for such Class the Borrower shall provide Cash Collateral cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to [*]% of the face amount of each such Standby Letter of Credit on such date of issuance. Each Trade Letter of Credit shall expire on the earlier of (x) 180 days after such Trade Letter of Credit’s date of issuance or prior to (y) the date that is five Business Days prior to such the applicable Revolving Facility Maturity Date or, if later, such date of issuanceDate.

Appears in 1 contract

Sources: Credit Agreement (Norwegian Cruise Line Holdings Ltd.)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower or the applicable Co-Borrower and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower or the applicable Co-Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-twelve- month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided, further, that if such Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days prior to the Revolving Facility Maturity Date for such Class the Borrower or the applicable Co-Borrower shall provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Collateral Agent and the relevant Issuing Bank in an amount equal to the face amount of each such Letter of Credit on or prior to the date that is five Business Days prior to such Revolving Facility Maturity Date or, if later, such date of issuance.

Appears in 1 contract

Sources: Amendment Agreement No. 12 (ADT Inc.)

Expiration Date. Each Letter of Credit (other than each Existing Letter of Credit) shall expire at or prior to the close of business on the earlier of (i) the date that is one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided that if such expiry date is not a Business Day, such Letter of Credit shall expire at or prior to close of business on the next succeeding Business Day; provided, however, that any Letter of Credit with may, upon the request of a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (whichBorrower, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as include a provision whereby such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period shall be renewed automatically for additional consecutive periods of one year or less (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided, further, that if such Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend but not beyond the date referred to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days prior to the Revolving Facility Maturity Date for such Class Date) unless the Borrower shall provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant applicable Issuing Bank notifies the beneficiary thereof within the time period specified in an amount equal to the face amount of each such Letter of Credit or, if no such time period is specified, at least 30 days prior to the then-applicable expiration date, that such Letter of Credit will not be renewed; provided, further, that with respect to any Existing Letter of Credit that expires later than the date that is five Business Days prior to the Revolving Maturity Date, (A) no Revolving Lender (other than the Issuing Bank in respect of such Existing Letter of Credit) shall have any liabilities or obligations in respect of such Existing Letter of Credit after the Revolving Maturity Date and (B) on or prior to the date that is five Business Days prior to the Revolving Maturity Date, the Borrowers shall pledge and deposit with or deliver to each Issuing Bank that issued any such Revolving Facility Maturity Date Existing Letter of Credit cash or deposit account balances under the sole dominion and control of such Issuing Bank or, if latersuch Issuing Bank shall agree in its sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to such date Issuing Bank and in an amount equal to the amount available to be drawn under each such Existing Letter of issuanceCredit.

Appears in 1 contract

Sources: Credit Agreement (Dell Technologies Inc)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to (A) in the applicable case of any Revolving Letter of Credit, the Revolving Facility Maturity Date and (B) in the case of any Synthetic Letter of Credit, the Synthetic L/C Maturity Date; providedprovided , that any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each such twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelveat least 30 days prior to the then-month period to be agreed upon at the time applicable expiration date that such Letter of Credit is issuedwill not be renewed; provided, furtherprovided further , that if such the applicable Issuing Bank consents and the Administrative Agent each consent in its their sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause (ii) above, providedprovided , that if any such Letter of Credit is outstanding or the expiration date is issued under the Revolving Facility Commitments of any Class extended to a date after the date that is five Business Days prior to (A) in the case of any Revolving Letter of Credit, the Revolving Facility Maturity Date for such Class and (B) in the case of any Synthetic Letter of Credit, the Synthetic L/C Maturity Date the Borrower shall provide Cash Collateral cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to 105% of the face amount of each such Letter of Credit or provide a back-to-back letter of credit, in form and substance and from an issuing bank reasonably satisfactory to the relevant Issuing Bank, on or prior to the date that is five Business Days prior to such (A) in the case of any Revolving Letter of Credit, the Revolving Facility Maturity Date orand (B) in the case of any Synthetic Letter of Credit, if later, such date of issuancethe Synthetic L/C Maturity Date.

Appears in 1 contract

Sources: Credit Agreement (Realogy Holdings Corp.)

Expiration Date. Each Standby Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Standby Letter of Credit (or, in the case of any renewal or extension thereof, one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after such renewal or extension) ), and (ii) the date that is five Business Days prior to the applicable Cash Flow Revolving Facility Maturity Date; provided, provided that any Standby Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Standby Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Standby Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Standby Letter of Credit is issued; provided, further, that if such the Issuing Bank consents and the Administrative Agent each consent in its their sole discretion, the expiration date on any Standby Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, ; provided that (x) if any such Standby Letter of Credit is outstanding outstanding, or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days 30 days prior to the Cash Flow Revolving Facility Maturity Date for such Class Date, the Borrower shall provide Cash Collateral cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to 105% of the face amount of each such Standby Letter of Credit on or prior to the date that is five Business Days 30 days prior to such the Cash Flow Revolving Facility Maturity Date or, if later, such date of issuanceissuance and (y) each Revolving Facility Lender’s participation in any undrawn Letter of Credit that is outstanding on the Cash Flow Revolving Facility Maturity Date shall terminate on the Cash Flow Revolving Facility Maturity Date. Each Trade Letter of Credit shall expire on the earlier of (x) 180 days after such Trade Letter of Credit’s date of issuance or renewal or extension or (y) the date five Business Days prior to the Cash Flow Revolving Facility Maturity Date.

Appears in 1 contract

Sources: Credit Agreement (Verso Paper Corp.)

Expiration Date. Each Letter of Credit shall expire (or be subject to termination by notice from the Issuing Bank to the beneficiary thereof) at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, including, without limitation, any automatic renewal provision, one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable scheduled Revolving Facility Loan Maturity Date; providedprovided that the Administrative Agent and the Issuing Bank, that any may in their sole discretion permit a Letter of Credit with to have a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the later expiration date referred to in clause (ii) of this paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the expiration date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided, further, that if such Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond not later than the date referred to in clause (ii) above, provided, that if any such Letter of Credit which is outstanding or is issued under the Revolving Facility Commitments of any Class one year after the date that is five Business Days prior to the scheduled Revolving Facility Loan Maturity Date for such Class and the Borrower shall provide Cash Collateral pursuant to documentation reasonably satisfactory to satisfies such other conditions as the Administrative Agent and or the relevant Issuing Bank may establish for such renewal or issuance. In addition to all requirements to be satisfied pursuant to Section 2.06(j), Borrower agrees that with respect to all Letters of Credit outstanding on the scheduled Revolving Loan Maturity Date, Borrower shall, not later than the scheduled Revolving Loan Maturity Date, either (A) cause such Letters of Credit to be fully supported by a clean letter of credit issued by a financial institution having a rating of AAA or higher, or (B) deposit with the Administrative Agent in the LC Collateral Account (as such term is defined in Section 2.06(j) of this Agreement) cash in an amount equal to one hundred five percent (105%) of the face amount LC Exposure as of such date plus fees that would be due thereunder through the applicable expiry date. In each case such Letter letter of credit or cash collateral shall be held by the Administrative Agent as security for the repayment of the LC Exposure until the expiry date of all Letters of Credit on or prior to the date that is five Business Days prior to such Revolving Facility Maturity Date or, if later, such date of issuancereturn thereof for cancellation.

Appears in 1 contract

Sources: Credit Agreement (Escalade Inc)

Expiration Date. Each Letter of Credit shall expire (or be subject to termination by notice from the relevant Issuing Bank to the beneficiary thereof) at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) (A) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; providedDate (provided that, that any notwithstanding the foregoing, no Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend expire beyond the close of business on the date referred that is five Business Days prior to in clause (iiI) the earliest Maturity Date applicable to any Lender, unless the amount of this paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with on the date of issuance issuance, renewal or extension, as applicable, together with the aggregate of the outstanding LC Exposure and Loans at such time, is less than or equal to the total Commitments of all Lenders having a later Maturity Date and (II) the Maturity Date of the Issuing Bank of such Letter of Credit) by giving prior notice or (B) such later date as the Issuing Bank that issues such Letter of Credit may agree to the beneficiary thereof within a time period during extent that on the date of the issuance, renewal, amendment or extension of such twelve-month period to be agreed upon at the time Letter of Credit, as applicable, such Letter of Credit is issued; provided, further, that if cash collateralized in a manner (and in an amount not less than 103% of the face amount of such Letter of Credit) acceptable to such Issuing Bank consents in its sole discretion, ; provided further that in the event that an Issuing Bank consents to an expiration date on for any Letter of Credit may extend beyond that is following the date referred Maturity Date, the Lenders shall cease to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after have risk participations therein on the date that is five Business Days prior to the Revolving Facility Maturity Date for such Class the Borrower shall provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to the face amount of each such Letter of Credit on or prior to the date that is five Business Days prior to such Revolving Facility Maturity Date or, if later, such date of issuanceDate.

Appears in 1 contract

Sources: Credit Agreement (Tesoro Corp /New/)

Expiration Date. Each Letter of Credit shall expire (or be subject to termination or non-renewal by notice from the applicable Issuing Bank to the beneficiary thereof) at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, including, without limitation, any automatic renewal provision, one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five ten (10) Business Days prior to the applicable Revolving Facility Credit Maturity Date; provided, provided that any Letter of Credit with a one one-year tenor may provide for automatic the renewal or extension thereof for additional one one-year periods (which, which shall in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided, further, that if such Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may event extend beyond the date referred to in clause (ii) above); provided further that, providednotwithstanding the foregoing, that if any such a Letter of Credit is outstanding or is issued under may expire after the Revolving Facility Commitments of any Class after Credit Maturity Date if the date that is five Business Days Borrower provides cash collateral acceptable to the applicable Issuing Bank in its sole discretion in accordance with Section 2.06(j) no later than sixty (60) days prior to the Revolving Facility Credit Maturity Date. For the avoidance of doubt, if the Revolving Credit Maturity Date for such Class the Borrower shall provide Cash Collateral be extended pursuant to documentation reasonably satisfactory Section 2.23, “Revolving Credit Maturity Date” as referenced in this paragraph shall refer to the Administrative Agent and Revolving Credit Maturity Date as extended pursuant to Section 2.23; provided that, notwithstanding anything in this Agreement (including Section 2.23 hereof) or any other Loan Document to the relevant contrary, the Revolving Credit Maturity Date, as such term is used in reference to any Issuing Bank in an amount equal to the face amount of each such or any Letter of Credit on or issued thereby, may not be extended with respect to any Issuing Bank without the prior to the date that is five Business Days prior to written consent of such Revolving Facility Maturity Date or, if later, such date of issuanceIssuing Bank.

Appears in 1 contract

Sources: Credit Agreement (Papa Johns International Inc)

Expiration Date. Each Letter of Credit shall shall, except as provided below in this paragraph, expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any . Any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof by its terms that it may be extended for additional one successive one-year periods (whichunder customary "evergreen" provisions on terms reasonably acceptable to the applicable Issuing Bank; provided that, except as provided below in this paragraph, no event, shall extend Letter of Credit may be extended automatically or otherwise beyond the date referred that is five Business Days prior to in clause (ii) of this paragraph (c)) so long as such Letter of Credit permits the applicable Maturity Date. Notwithstanding the foregoing, any Issuing Bank to prevent in respect of any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided, further, that if such Issuing Bank consents in its sole discretion, the expiration date on any outstanding Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any of expiration of such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class to a date after the date that is five Business Days prior to the Revolving Facility Maturity Date for on such Class terms and subject to such conditions as may be agreed to between such Issuing Bank, the Company and the applicable Borrower, and any agreement made by the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of any Letter of Credit (i) shall provide Cash Collateral pursuant to documentation reasonably satisfactory be set forth in a notice delivered by the Company to the Administrative Agent and promptly after the relevant Issuing Bank in an amount equal to extension of the face amount date of each expiration of such Letter of Credit on or prior and (ii) shall for all purposes of this Agreement be deemed to be a covenant contained in Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit beyond the Maturity Date, will be deemed to have agreed that is five Business Days prior to no Lender shall have any obligation under Section 2.04(d) in respect of any LC Disbursement resulting from a drawing made under such Revolving Facility Letter of Credit after the Maturity Date or, if later, such date of issuanceDate.

Appears in 1 contract

Sources: Credit Agreement (Molson Coors Brewing Co)

Expiration Date. Each Commercial Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Commercial Letter of Credit (or, in the case of any renewal or extension thereof, one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) ). Each Standby Letter of Credit shall expire not later than the close of business on the date four years after the date of the issuance of such Standby Letter of Credit, provided that is five Business Days prior to if the applicable Revolving Facility Maturity Date; provided, that Letter of Credit Party so requests in any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (whichapplication, the Issuing Lender may, in no eventits sole and absolute discretion, shall extend beyond the date referred agree to in clause (ii) of this paragraph (c)) so long as such issue a Standby Letter of Credit permits that has an automatic extension provision, as may be described in the applicable Issuing Bank Lender’s Master Letter of Credit Agreement, provided that such Standby Letter of Credit must permit the Issuing Lender to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within not later than a time period day during such twelve-month period to be agreed upon at the time such Standby Letter of Credit is issued; provided. If this Agreement shall terminate, further, that if such Issuing Bank consents in its sole discretionwhether upon the Revolving Credit Commitment Termination Date or by reason of the occurrence and continuance of an Event of Default or otherwise, the expiration date on Company shall either (x) arrange for any Letter new lender to indemnify the Issuing Lender for the Aggregate Letters of Credit may extend beyond the date referred to Oustanding in clause (ii) above, provided, that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days prior to the Revolving Facility Maturity Date for such Class the Borrower shall provide Cash Collateral a manner and pursuant to documentation reasonably such documents satisfactory to the Administrative Agent and the relevant Issuing Bank Lender in its commercially reasonable discretion or (y) deposit in an account with the Issuing Lender an amount in cash equal to the face amount of each such Letter Aggregate Letters of Credit on or prior to the date that is five Business Days prior to such Revolving Facility Maturity Date or, if later, Outstanding as of such date plus any accrued and unpaid interest thereon. Such deposit shall be held by the Issuing Lender as collateral for the payment and performance of issuancethe obligations of the Company under this Agreement. The Issuing Lender shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accounts.

Appears in 1 contract

Sources: Credit Agreement (Globecomm Systems Inc)

Expiration Date. Each Standby Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Standby Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five (5) Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided, further, that if such the Issuing Bank consents Banks and the Administrative Agent each consent in its their sole discretion, the expiration date on of any Standby Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, ; provided that (x) if any such Standby Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days thirty (30) days prior to the Revolving Facility Maturity Date for such Class Date, the Borrower shall (i) provide Cash Collateral cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to 103% of the face amount of each such Standby Letter of Credit on or prior to the date that is five Business Days thirty (30) days prior to such Revolving Facility the Maturity Date or, if later, such date of issuance, or (ii) backstop such Standby Letter of Credit pursuant to terms reasonably acceptable to the applicable Issuing Bank, and (y) each Revolving Lender’s participation in any undrawn Letter of Credit that is outstanding on the Maturity Date shall terminate on the Maturity Date. Each Trade Letter of Credit shall expire on the earlier of (A) 180 days after such Trade Letter of Credit’s date of issuance and (B) the date that is five Business Days prior to the Maturity Date. If the Borrower so requests in any applicable Standby Letter of Credit application (or the amendment of an outstanding Standby Letter of Credit), a Standby Letter of Credit with a one year tenor may provide for automatic extension thereof for additional one year periods (which in no event shall extend beyond the date referred to in clause (ii) of paragraph (c) above) so long as such Standby Letter of Credit permits the Issuing Banks to prevent any such extension at least once in each 12-month period (commencing with the date of issuance of such Standby Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such 12-month period to be agreed upon at the time such Standby Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Bank, the Borrower shall not be required to make a specific request to such Issuing Bank for any such extension. Once an Auto- Extension Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) the Issuing Bank to permit the extension of such Letter of Credit at any time to an expiration date not later than the date permitted pursuant to clause (ii) of paragraph (c) above; provided, that such Issuing Bank shall not (i) permit any such extension if (A) such Issuing Bank has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its extended form under the terms hereof (except that the expiration date may be extended to a date that is no more than one year from the then-current expiration date) or (B) it has received notice (which may be in writing or by telephone (if promptly confirmed in writing)) on or before the day that is seven (7) Business Days before the Non-Extension Notice Date from the Administrative Agent that the Required Revolving Lenders have elected not to permit such extension or (ii) be obligated to permit such extension if it has received notice (which may be in writing or by telephone (if promptly confirmed in writing)) on or before the day that is seven (7) Business Days before the Non- Extension Notice Date from the Administrative Agent, any Revolving Lender or the Borrower that one or more of the applicable conditions set forth in Section 4.02 is not then satisfied, and in each such case directing such Issuing Bank not to permit such extension.

Appears in 1 contract

Sources: Credit Agreement

Expiration Date. Each Standby Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Standby Letter of Credit (or, in the case of any extension or renewal thereof, one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after such renewal extension or extensionrenewal) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, provided that (x) any Standby Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Standby Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Standby Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Standby Letter of Credit is issued; provided, further, that and (y) if such the Issuing Bank consents and the Administrative Agent each consent in its their sole discretion, the expiration date on any Standby Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, provided that if any such Standby Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days 30 days prior to the Revolving Facility Maturity Date for such Class Date, the applicable Borrower shall provide Cash Collateral cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to 105% of the face amount of each such Standby Letter of Credit on or prior to the date that is five Business Days 30 days prior to such Revolving Facility the Maturity Date or, if later, such the date of issuance. Each Trade Letter of Credit shall expire no later than the earlier of (x) 180 days after such Trade Letter of Credit’s date of issuance or (y) the date five Business Days prior to the Maturity Date. The Borrower Representative shall notify the Issuing Bank and the Administrative Agent in writing of the cancellation or expiration of any Letter of Credit (and whether any extension or renewal shall occur) on any date within 30 days of such cancellation or expiration.

Appears in 1 contract

Sources: Credit Agreement (Mariner, LLC)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided, further, that if such Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class with an expiration date that is after the date that is five Business Days prior to the Revolving Facility Maturity Date for such Class the Borrower shall provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to the face amount of each such Letter of Credit on or prior to the date that is five Business Days prior to such Revolving Facility Maturity Date or, if later, such date of issuance.

Appears in 1 contract

Sources: First Lien Credit Agreement (Hostess Brands, Inc.)

Expiration Date. Each Standby Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Standby Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Standby Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Standby Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Standby Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Standby Letter of Credit is issued; provided, further, that if such the Issuing Bank consents and the Administrative Agent each consent in its their sole discretion, the expiration date on any Standby Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Standby Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days 30 days prior to the Revolving Facility Maturity Date for such Class the applicable Borrower shall provide Cash Collateral cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to 105% of the face amount of each such Standby Letter of Credit on or prior to the date that is five Business Days 30 days prior to such the Revolving Facility Maturity Date or, if later, such date of issuance. Each Trade Letter of Credit shall expire on the earlier of (x) 180 days after such Trade Letter of Credit’s date of issuance or (y) the date five Business Days prior to the Revolving Facility Maturity Date.

Appears in 1 contract

Sources: Credit Agreement (Rexnord Corp)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) 1. the date one year (unless otherwise agreed upon by the applicable Borrower and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the applicable Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) 2. the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided, further, that if such the Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days 30 days prior to the Revolving Facility Maturity Date for such Class the Borrower Borrowers shall provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Collateral Agent and the relevant Issuing Bank in an amount equal to the face amount of each such Letter of Credit Minimum L/C Collateral Amount on or prior to the date that is five Business Days 30 days prior to such Revolving Facility Maturity Date or, if later, such date of issuance.

Appears in 1 contract

Sources: Credit Agreement (Zurn Water Solutions Corp)

Expiration Date. Each Standby Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable relevant Issuing Bank in their sole discretion) after the date of the issuance of such Standby Letter of Credit (or, in the case of any renewal or extension thereof, one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable relevant Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Final Maturity Date; provided, that any Standby Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one one-year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Standby Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Standby Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Standby Letter of Credit is issued; provided, further, that if such the Issuing Bank consents and the Administrative Agent each consent in its their sole discretion, the expiration date on any Standby Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that (x) if any such Standby Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days 30 days prior to the Revolving Facility Final Maturity Date for such Class Date, the Applicable Administrative Borrower shall provide Cash Collateral cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to 105% of the face amount of each such Standby Letter of Credit or provide a back-to-back letter of credit, in form and substance and from an issuing bank satisfactory to the relevant Issuing Bank on or prior to the date that is five Business Days 30 days prior to such Revolving Facility the Final Maturity Date or, if later, such date of issuanceissuance and (y) each Lender’s participation in any undrawn Letter of Credit that is outstanding on the Final Maturity Date shall terminate on the Final Maturity Date. Each Trade Letter of Credit shall expire on the earlier of (x) 180 days after such Trade Letter of Credit’s date of issuance or (y) the date that is five Business Days prior to the Final Maturity Date.

Appears in 1 contract

Sources: Abl Credit Agreement

Expiration Date. Each Standby Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Standby Letter of Credit (or, in the case of any renewal or extension thereof, one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable Issuing Bank in their sole discretion) after such renewal or extension) ), and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, provided that any Standby Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Standby Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Standby Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Standby Letter of Credit is issued; provided, further, that if such the Issuing Bank consents and the Administrative Agent each consent in its their sole discretion, the expiration date on any Standby Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, ; provided that (x) if any such Standby Letter of Credit is outstanding outstanding, or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days 30 days prior to the Revolving Facility Maturity Date for such Class Date, the Borrower shall provide Cash Collateral cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to 103% of the face amount of each such Standby Letter of Credit on or prior to the date that is five Business Days 30 days prior to such the Revolving Facility Maturity Date or, if later, such date of issuanceissuance and (y) each Revolving Facility Lender’s participation in any undrawn Letter of Credit that is outstanding on the Revolving Facility Maturity Date shall terminate on the Revolving Facility Maturity Date. Each Trade Letter of Credit shall expire on the earlier of (x) 180 days after such Trade Letter of Credit’s date of issuance or renewal or extension or (y) the date five Business Days prior to the Revolving Facility Maturity Date.

Appears in 1 contract

Sources: Asset Based Revolving Credit Agreement (Verso Paper Holdings LLC)

Expiration Date. Each Standby Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable relevant Issuing Bank in their sole discretion) after the date of the issuance of such Standby Letter of Credit (or, in the case of any renewal or extension thereof, one year (unless otherwise agreed upon by the Borrower Administrative Agent and the applicable relevant Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Scheduled Maturity Date; provided, that any Standby Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Standby Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Standby Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Standby Letter of Credit is issued; provided, further, that if such the Issuing Bank consents and the Administrative Agent each consent in its their sole discretion, the expiration date on any Standby Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that (x) if any such Standby Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days 30 days prior to the Revolving Facility Scheduled Maturity Date for such Class the Borrower shall provide Cash Collateral cash collateral pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to 105% of the face amount of each such Standby Letter of Credit or provide a back-to-back letter of credit, in form and substance and from an issuing bank satisfactory to the relevant Issuing Bank on or prior to the date that is five Business Days 30 days prior to such Revolving Facility the Scheduled Maturity Date or, if later, such date of issuanceissuance and (y) each DIP ABL Lender’s participation in any undrawn Letter of Credit that is outstanding on the Scheduled Maturity Date shall terminate on the Scheduled Maturity Date.

Appears in 1 contract

Sources: Senior Secured Priming and Superpriority Debtor in Possession Credit Agreement (Claires Stores Inc)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise mutually agreed upon by the Borrower and the applicable Issuing Bank in their sole discretionBank) after the date of the issuance of such Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise mutually agreed upon by the Borrower and the applicable Issuing Bank in their sole discretionBank) after such renewal or extension) and (ii) the date that is five (5) Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for an additional one year periods period of up to twelve (12) months (which, in no event, shall extend beyond the date referred to in clause subclause (ii) of this paragraph clause (c), except to the extent Cash Collateralized or backstopped pursuant to an arrangement reasonably acceptable to the relevant Issuing Bank) so long as such Letter of Credit (any such Letter of Credit, an “Auto Renewal Letter of Credit”) permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month twelve (12)-month period (commencing with the date of issuance of such Auto Renewal Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month twelve (12)-month period to be agreed upon at the time such Auto Renewal Letter of Credit is issued; provided, further, that if such the Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause subclause (ii) above, provided, that if above but the participations of the Lenders with Revolving Facility ​ ​ Commitments of the applicable Class shall terminate on the applicable Revolving Facility Maturity Date. If any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five (5) Business Days prior to the Revolving Facility Maturity Date for such Class the Borrower shall provide Cash Collateral pursuant to documentation reasonably satisfactory to the Administrative Collateral Agent and the relevant Issuing Bank in an amount equal to the face amount of each such Letter of Credit on or prior to the date that is five (5) Business Days prior to such Revolving Facility Maturity Date or, if later, such date of issuance. Unless otherwise directed by the applicable Issuing Bank, the Borrower shall not be required to make a specific request to such Issuing Bank for any such renewal. Once an Auto Renewal Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than such Revolving Facility Maturity Date (except as otherwise provided in the second proviso to this clause (c)).

Appears in 1 contract

Sources: Credit Agreement (Westrock Coffee Co)

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date 180 days (in the case of Trade Letters of Credit) or one year (unless otherwise agreed upon in the case of Stand-by the Borrower and the applicable Issuing Bank in their sole discretionLetters of Credit) after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereofof a Stand-by Letter of Credit, one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension); provided that a Stand-by Letter of Credit may provide that its expiration date shall be automatically extended (but not beyond the date specified in clause (ii) below) to a date not more than one year after the then outstanding expiration date unless, if at least a specified number of days prior to such then existing expiration date, the Issuing Bank shall have given the beneficiary thereof notice, in a form that may be specified in such Letter of Credit, that such expiration date shall not be so extended, and (ii) the date that is five (5) Business Days prior to the applicable Revolving Facility Maturity Date; , provided, however that any if the Company requests issuance of a Letter of Credit with a an expiration date later than the Maturity Date (but not more than one year tenor may provide for automatic renewal after the Maturity Date), and the Issuing Bank agrees to issue such Letter of Credit, the Company shall deposit on or extension thereof for additional one year periods before the date that is five (which5) Business Days prior to the Maturity Date into an account with the Administrative Agent, in no eventthe name of the Administrative Agent and for the benefit of the Lenders, shall extend beyond an amount in cash equal to 105% of the LC Exposure as of such date referred with respect to in clause such Letter of Credit. If the Company requests issuance of a Letter of Credit on a date that is five (ii5) of this paragraph (c)) so long as or fewer Business Days prior to the Maturity Date, and the Issuing Bank agrees to issue such Letter of Credit permits (for a period of not more than one year after the applicable Issuing Bank Maturity Date), the Company shall deposit cash collateral sufficient to prevent any such extension at least once in each twelve-month period (commencing cover the LC Exposure with the date of issuance of respect to such Letter of Credit) , as described above, by giving prior notice to 5:00 p.m. New York City time on the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time date such Letter of Credit is issued; provided, further, that if . Any such Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days prior to the Revolving Facility Maturity Date for such Class the Borrower deposit shall provide Cash Collateral pursuant to documentation reasonably satisfactory to be held by the Administrative Agent as collateral for the payment and performance of the relevant Issuing Bank obligations of the Borrowers under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Investment of such deposit, and any interest or profits on such investments, and application of such amounts shall be treated and undertaken, respectively, in an amount equal to the face amount of each such Letter of Credit on or prior to the date that is five Business Days prior to such Revolving Facility Maturity Date or, if later, such date of issuanceaccordance with Section 2.04(i).

Appears in 1 contract

Sources: Credit Agreement (Michael Kors Holdings LTD)