Common use of Foreign Credit Instrument Issuing Commitments Clause in Contracts

Foreign Credit Instrument Issuing Commitments. Subject to the terms and conditions set forth herein, each Foreign Issuing Lender severally agrees to issue Foreign Credit Instruments and Joint Signature Foreign Credit Instruments in an aggregate principal amount the Dollar Equivalent of which does not exceed the Foreign Credit Instrument Issuing Commitment of such Foreign Issuing Lender at any time and from time to time from the Effective Date until the Foreign Trade Maturity Date; provided that after giving effect to any issuance of any Foreign Credit Instrument or Joint Signature Foreign Credit Instrument, the Dollar Equivalent of the aggregate outstanding amount of the Foreign Credit Reimbursement Obligations, the Foreign Credit Instruments and Joint Signature Foreign Credit Instruments shall not exceed the lesser of (i) the aggregate principal amount of the Foreign Credit Instrument Issuing Commitments at such time and (ii) the aggregate principal amount of the Foreign Credit Commitments at such time. Each Existing Foreign Credit Instrument issued by a Foreign Issuing Lender shall be deemed for all purposes of this Agreement to constitute a Foreign Credit Instrument issued by such Foreign Issuing Lender pursuant hereto and the Foreign Credit Instrument Issuing Commitment of such Lender shall be deemed utilized in an amount equal to the Dollar Equivalent of all Existing Foreign Credit Instruments issued by it and determined as of the Effective Date, subject to subsequent determinations of such Dollar Equivalent pursuant to Section 2.6(n). Each Foreign Issuing Lender at its option (after consultation with the Parent Borrower) may issue any Foreign Credit Instrument and/or Joint Signature Foreign Credit Instrument by causing any domestic or foreign branch or Affiliate of such Foreign Issuing Lender to issue such Foreign Credit Instrument and/or Joint Signature Foreign Credit Instrument if in the judgment of such Lender such designation (i) would eliminate or reduce amounts payable pursuant to Section 2.17 or 2.19, as the case may be and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender; provided that any exercise of such option shall not affect the obligations of the relevant Borrower or such Foreign Issuing Lender under this Section 2.6. Each Foreign Issuing Lender hereby confirms that the Existing Foreign Credit Instruments issued by it conform to the Mandatory Requirements.

Foreign Credit Instrument Issuing Commitments. Subject to the terms and conditions set forth herein, (i) each Bilateral Foreign Issuing Lender severally agrees to issue Bilateral Foreign Credit Instruments and Bilateral Joint Signature Foreign Credit Instruments in an aggregate principal amount the Dollar Equivalent of which does not exceed the Foreign Credit Instrument Issuing Commitment of such Foreign Issuing Lender at any time and from time to time from the Effective Date until the Foreign Trade Maturity DateInstruments; provided that after giving effect to any issuance of any Bilateral Foreign Credit Instrument or Bilateral Joint Signature Foreign Credit Instrument, the Dollar Equivalent of the aggregate outstanding amount of the Bilateral Foreign Credit Reimbursement Obligations of such Bilateral Foreign Issuing Lender, Bilateral Foreign Credit Instruments of such Bilateral Foreign Issuing Lender and Bilateral Joint Signature Foreign Credit Instruments of such Bilateral Foreign Issuing Lender shall not exceed the principal amount of the Bilateral Foreign Credit Instrument Issuing Commitment of such Bilateral Foreign Issuing Lender at such time and (ii) each Participation Foreign Issuing Lender severally agrees to issue Participation Foreign Credit Instruments and Joint Signature Foreign Credit Instruments; provided that after giving effect to any issuance of any Participation Foreign Credit Instrument or Joint Signature Foreign Credit Instrument, the Dollar Equivalent of the aggregate outstanding amount of the Participation Foreign Credit Reimbursement ObligationsObligations of such Participation Foreign Issuing Lender, the Participation Foreign Credit Instruments of such Participation Foreign Issuing Lender and Joint Signature Foreign Credit Instruments of such Participation Foreign Issuing Lender shall not exceed the lesser of (ix) the aggregate principal amount of the Participation Foreign Credit Instrument Issuing Commitments at such time and (iiy) the aggregate principal amount of the Foreign Credit Commitments Commitment of such Participation Foreign Issuing Lender at such time. Each Existing Foreign Credit Instrument issued by a Participation Foreign Issuing Lender shall be deemed for all purposes of this Agreement to constitute a Participation Foreign Credit Instrument issued by such Participation Foreign Issuing Lender pursuant hereto for the applicable Borrower (and such Borrower, whether or not it is the Borrower for which such Existing Foreign Credit Instrument was originally issued under the Existing Credit Agreement, shall be obligated and liable in respect of such Existing Foreign Credit Instrument under the terms and conditions of this Agreement as if such Existing Foreign Credit Instrument had been originally issued at its request under this Agreement) and the Participation Foreign Credit Instrument Issuing Commitment of such Participation Foreign Issuing Lender shall be deemed utilized in an amount equal to the Dollar Equivalent of all Existing Foreign Credit Instruments issued by it and determined as of the Effective Date, subject to subsequent determinations of such Dollar Equivalent pursuant to Section 2.6(n). Each Foreign Issuing Lender at its option (Lender, as applicable, after consultation with the Parent Borrower or the applicable Foreign Subsidiary Borrower) , may issue any Bilateral Foreign Credit Instrument, Bilateral Joint Signature Foreign Credit Instruments, Participation Foreign Credit Instrument and/or Participation Joint Signature Foreign Credit Instrument Instrument, as applicable, by causing any domestic or foreign branch or Affiliate of such Foreign Issuing Lender to issue such Bilateral Foreign Credit Instrument, Bilateral Joint Signature Foreign Credit Instruments, Participation Foreign Credit Instrument and/or Participation Joint Signature Foreign Credit Instrument if in the judgment of such Foreign Issuing Lender such designation (i) would eliminate or reduce amounts payable pursuant to Section 2.17 2.17, 2.19 or 2.19, 2.19A as the case may be and (ii) would not subject such Foreign Issuing Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Foreign Issuing Lender; provided that any exercise of such option shall not affect the obligations of the relevant Borrower or such Foreign Issuing Lender under this Section 2.6. Each Participation Foreign Issuing Lender hereby confirms that the Existing Foreign Credit Instruments issued by it conform to the Mandatory Requirements. Furthermore, if (v) any letter of credit, guarantee or surety has been previously issued by a Foreign Issuing Lender, (w) the reimbursement obligations of the account party (the “Original Foreign Credit Instrument Account Party”) relating to such letter of credit, guarantee or surety have been or are assumed in writing by the Parent Borrower or any Subsidiary (such assuming Person, the “Foreign Credit Instrument Assuming Person”) pursuant to a Permitted Acquisition or other transaction permitted under the Credit Agreement, (x) there is sufficient availability hereunder for the inclusion of such letter of credit, guarantee or surety as a Foreign Credit Instrument hereunder, (y) such letter of credit, guarantee or surety satisfies all of the requirements of a Foreign Credit Instrument hereunder, and (z) the conditions of Sections 4.2(a) and 4.2(b) are satisfied, then upon the written request of the Parent Borrower to such Foreign Issuing Lender (consented to in writing by such Foreign Issuing Lender), the submission by the Parent Borrower to the Foreign Trade Facility Agent of a copy of such request bearing such consent and the submission by a Borrower to the Foreign Trade Facility Agent of a completed Utilization Request including a statement that the foregoing requirements (v) through (z), inclusive, have been satisfied and that such Borrower submitting such Utilization Request shall be treated as a Borrower hereunder with respect to such letter of credit, guarantee or surety, such letter of credit, guarantee or surety shall be (from the date of such consent of such Foreign Issuing Lender) deemed a Bilateral Foreign Credit Instrument or Participation Foreign Credit Instrument (such designation as a Bilateral Foreign Credit Instrument or Participation Foreign Credit Instrument to be in the sole discretion of the applicable Foreign Issuing Lender) for all purposes of this Agreement and the other Loan Documents and considered issued hereunder at the request of the Borrower that submitted such Utilization Request pursuant to the terms hereof (the terms hereof and of the other Loan Documents shall govern and prevail in the case of any conflict with the provisions of the agreement(s) pursuant to which such letter of credit, guarantee or surety had been issued (such agreement(s), the “Original Foreign Credit Instrument Agreements”), and such Foreign Issuing Lender shall be deemed to have released the Original Foreign Credit Instrument Account Party and the Foreign Credit Instrument Assuming Person from the Original Foreign Credit Instrument Agreements to the extent of such conflict). Any Utilization Request submitted to the Foreign Trade Facility Agent pursuant to the immediately preceding sentence shall be reviewed and processed in accordance with Section 2.6(c), Section 2.6(d), Section 2.6(e) and Section 2.6(f), as applicable. Notwithstanding that any such assumed letter of credit, guarantee or surety is in support of any obligations of, or is for the account of, a Subsidiary or a Joint Venture, the Parent Borrower and the Foreign Subsidiary Borrowers agree that the applicable Borrower (as identified in the Utilization Request referenced above) shall be obligated to reimburse the applicable Foreign Issuing Lender hereunder for any and all drawings under such letter of credit, guarantee or surety.

Foreign Credit Instrument Issuing Commitments. Subject to the terms and conditions set forth herein, (i) each Bilateral Foreign Issuing Lender severally agrees to issue Bilateral Foreign Credit Instruments and Bilateral Joint Signature Foreign Credit Instruments in an aggregate principal amount the Dollar Equivalent of which does not exceed the Foreign Credit Instrument Issuing Commitment of such Foreign Issuing Lender at any time and from time to time from the Effective Date until the Foreign Trade Maturity DateInstruments; provided that after giving effect to any issuance of any Bilateral Foreign Credit Instrument or Bilateral Joint Signature Foreign Credit Instrument, the Dollar Equivalent of the aggregate outstanding amount of the Bilateral Foreign Credit Reimbursement Obligations of such Bilateral Foreign Issuing Lender, Bilateral Foreign Credit Instruments of such Bilateral Foreign Issuing Lender and Bilateral Joint Signature Foreign Credit Instruments of such Bilateral Foreign Issuing Lender shall not exceed the aggregate principal amount of the Bilateral Foreign Credit Instrument Issuing Commitments of such Bilateral Foreign Issuing Lender at such time and (ii) each Participation Foreign Issuing Lender severally agrees to issue Participation Foreign Credit Instruments and Joint Signature Foreign Credit Instruments; provided that after giving effect to any issuance of any Participation Foreign Credit Instrument or Joint Signature Foreign Credit Instrument, the Dollar Equivalent of the aggregate outstanding amount of the Participation Foreign Credit Reimbursement ObligationsObligations of such Participation Foreign Issuing Lender, the Participation Foreign Credit Instruments of such Participation Foreign Issuing Lender and Joint Signature Foreign Credit Instruments of such Participation Foreign Issuing Lender shall not exceed the lesser of (ix) the aggregate principal amount of the Participation Foreign Credit Instrument Issuing Commitments at such time and (iiy) the aggregate principal amount of the Foreign Credit Commitments of such Participation Foreign Issuing Lender at such time. Each Existing Foreign Credit Instrument issued by a Participation Foreign Issuing Lender shall be deemed for all purposes of this Agreement to constitute a Participation Foreign Credit Instrument issued by such Participation Foreign Issuing Lender pursuant hereto for the applicable Borrower indicated in Section 2.6(a) of the Disclosure Letter (and such Borrower, whether or not it is the Borrower for which such Existing Foreign Credit Instrument was originally issued under the Existing Credit Agreement, shall be obligated and liable in respect of such Existing Foreign Credit Instrument under the terms and conditions of this Agreement as if such Existing Foreign Credit Instrument had been originally issued at its request under this Agreement) and the Participation Foreign Credit Instrument Issuing Commitment of such Participation Foreign Issuing Lender shall be deemed utilized in an amount equal to the Dollar Equivalent of all Existing Foreign Credit Instruments issued by it and determined as of the Effective Date, subject to subsequent determinations of such Dollar Equivalent pursuant to Section 2.6(n). Each Foreign Issuing Lender at its option (Lender, as applicable, after consultation with the Parent Borrower or the applicable Foreign Subsidiary Borrower) , may issue any Bilateral Foreign Credit Instrument, Bilateral Joint Signature Foreign Credit Instruments, Participation Foreign Credit Instrument and/or Joint Signature Foreign Credit Instrument Instrument, as applicable, by causing any domestic or foreign branch or Affiliate of such Foreign Issuing Lender to issue such Bilateral Foreign Credit Instrument, Bilateral Joint Signature Foreign Credit Instruments, Participation Foreign Credit Instrument and/or Joint Signature Foreign Credit Instrument if in the judgment of such Foreign Issuing Lender such designation (i) would eliminate or reduce amounts payable pursuant to Section 2.17 or 2.19, as the case may be and (ii) would not subject such Foreign Issuing Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Foreign Issuing Lender; provided that any exercise of such option shall not affect the obligations of the relevant Borrower or such Foreign Issuing Lender under this Section 2.6. Each Participation Foreign Issuing Lender hereby confirms that the Existing Foreign Credit Instruments issued by it conform to the Mandatory Requirements. Furthermore, if (v) any letter of credit, guarantee or surety has been previously issued by a Foreign Issuing Lender, (w) the reimbursement obligations of the account party (the “Original Foreign Credit Instrument Account Party”) relating to such letter of credit, guarantee or surety have been or are assumed in writing by the Parent Borrower or any Subsidiary (such assuming Person, the “Foreign Credit Instrument Assuming Person”) pursuant to a Permitted Acquisition or other transaction permitted under the Credit Agreement, (x) there is sufficient availability hereunder for the inclusion of such letter of credit, guarantee or surety as a Foreign Credit Instrument hereunder, (y) such letter of credit, guarantee or surety satisfies all of the requirements of a Foreign Credit Instrument hereunder, and (z) the conditions of Sections 4.2(a) and 4.2(b) are satisfied, then upon the written request of the Parent Borrower to such Foreign Issuing Lender (consented to in writing by such Foreign Issuing Lender), the submission by the Parent Borrower to the Foreign Trade Facility Agent of a copy of such request bearing such consent and the submission by a Borrower to the Foreign Trade Facility Agent of a completed Utilization Request including a statement that the foregoing requirements (v) through (z), inclusive, have been satisfied and that such Borrower submitting such Utilization Request shall be treated as a Borrower hereunder with respect to such letter of credit, guarantee or surety, such letter of credit, guarantee or surety shall be (from the date of such consent of such Foreign Issuing Lender) deemed a Bilateral Foreign Credit Instrument or Participation Foreign Credit Instrument (such designation as a Bilateral Foreign Credit Instrument or Participation Foreign Credit Instrument to be in the sole discretion of the applicable Foreign Issuing Lender) for all purposes of this Agreement and the other Loan Documents and considered issued hereunder at the request of the Borrower that submitted such Utilization Request pursuant to the terms hereof (the terms hereof and of the other Loan Documents shall govern and prevail in the case of any conflict with the provisions of the agreement(s) pursuant to which such letter of credit, guarantee or surety had been issued (such agreement(s), the “Original Foreign Credit Instrument Agreements”), and such Foreign Issuing Lender shall be deemed to have released the Original Foreign Credit Instrument Account Party and the Foreign Credit Instrument Assuming Person from the Original Foreign Credit Instrument Agreements to the extent of such conflict). Any Utilization Request submitted to the Foreign Trade Facility Agent pursuant to the immediately preceding sentence shall be reviewed and processed in accordance with Section 2.6(c), Section 2.6(d), Section 2.6(e) and Section 2.6(f), as applicable. Notwithstanding that any such assumed letter of credit, guarantee or surety is in support of any obligations of, or is for the account of, a Subsidiary or a Joint Venture, the Parent Borrower and the Foreign Subsidiary Borrowers agree that the applicable Borrower (as identified in the Utilization Request referenced above) shall be obligated to reimburse the applicable Foreign Issuing Lender hereunder for any and all drawings under such letter of credit, guarantee or surety.