Common use of Multicurrency Letters of Credit Clause in Contracts

Multicurrency Letters of Credit. (i) During the Multicurrency Facility Commitment Period, subject to the terms and conditions hereof, each Multicurrency Issuing Bank agrees to issue Multicurrency Letters of Credit in a Multicurrency for the account of Company in the Dollar Equivalent of an aggregate amount for all Multicurrency Letters of Credit issued by all Multicurrency Issuing Banks up to but not exceeding the Multicurrency Letter of Credit Sublimit; provided, Company shall not request that any Multicurrency Issuing Bank issue, and no Multicurrency Issuing Bank shall issue: (1) any Multicurrency Letter of Credit if, after giving effect to such issuance, the Total Utilization of Multicurrency Facility Commitments would exceed the Multicurrency Facility Commitments then in effect; (2) any Multicurrency Letter of Credit if, after giving effect to such issuance, the Multicurrency Letter of Credit Usage would exceed the Multicurrency Letter of Credit Sublimit then in effect; or (3) any standby letter of credit having an expiration date later than the earlier of (I) the Multicurrency Facility Commitment Termination Date and (II) the date which is one year from the date of issuance of such standby letter of credit. Subject to the foregoing, a Multicurrency Issuing Bank may agree that a standby letter of credit will automatically be extended for one or more successive periods not to exceed one year each unless such Multicurrency Issuing Bank elects not to extend for any such additional period; provided, no Multicurrency Issuing Bank shall extend any such letter of credit if it has knowledge that an Event of Default has occurred and is continuing at the time such Multicurrency Issuing Bank must elect to allow such extension. (ii) Whenever Company desires the issuance of a Multicurrency Letter of Credit, it shall deliver to the applicable Multicurrency Issuing Bank and to Global Agent an Issuance Notice no later than 12:00 noon (London, England time) at least four Business Days or such shorter period as may be agreed to by such Multicurrency Issuing Bank in any particular instance, in advance of the proposed date of issuance. Upon satisfaction or waiver of the conditions set forth in Section 3.2, the applicable Multicurrency Issuing Bank shall issue the requested Multicurrency Letter of Credit in accordance with such Multicurrency Issuing Bank's standard operating procedures. Upon the issuance of any Multicurrency Letter of Credit, the applicable Multicurrency Issuing Bank shall notify Global Agent and Global Agent shall promptly notify each Multicurrency Facility Lender of such issuance, which notice shall be accompanied by a copy of such Letter of Credit and the amount of such Lender's respective participation in such Letter of Credit pursuant to Section 2.3(b)(iv). Within fifteen (15) days after the end of each month ending after the Closing Date, so long as any Multicurrency Letter of Credit shall have been outstanding during such month, each Multicurrency Issuing Bank shall deliver to Global Agent and Global Agent shall deliver to each applicable Lender a report setting forth for such month the daily aggregate amount available to be drawn under the Multicurrency Letters of Credit that were outstanding during such month. (iii) In the event any Multicurrency Issuing Bank has determined to honor a drawing under a Multicurrency Letter of Credit, it shall immediately notify Company, Multicurrency Facility Agent and Global Agent, and Company shall reimburse the applicable Multicurrency Issuing Bank on or before the Business Day immediately following the date on which such drawing is honored (the "Multicurrency Reimbursement Date") in an amount in the applicable Multicurrency and in Same Day Funds equal to the amount of such honored drawing. Anything contained herein to the contrary notwithstanding, (1) unless Company shall have notified Global Agent, Multicurrency Facility Agent and Multicurrency Issuing Bank prior to 11:00 a.m. (London, England City time) on the date such drawing is honored that Company intends to reimburse the applicable Multicurrency Issuing Bank for the amount of such honored drawing with funds other than the proceeds of Multicurrency Facility Loans, Company shall be deemed to have given a timely Funding Notice to Global Agent requesting the applicable Lenders to make Multicurrency Facility Loans at the Multicurrency Rate on the Multicurrency Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing, and (2) subject to satisfaction or waiver of the conditions specified in Section 3.2, such Lenders shall on the Multicurrency Reimbursement Date make Multicurrency Facility Loans at the Multicurrency Rate in the amount of such honored drawing, the proceeds of which shall be applied directly by Global Agent to reimburse Multicurrency Issuing Bank for the amount of such honored drawing; and provided further, if for any reason proceeds of Multicurrency Facility Loans are not received by Multicurrency Issuing Bank on the Multicurrency Reimbursement Date in an amount equal to the amount of such honored drawing, Company shall reimburse Multicurrency Issuing Bank, on demand, in an amount in Same Day Funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Multicurrency Facility Loans, if any, which are so received. Nothing in this Section 2.3(b)(iii) shall be deemed to relieve any applicable Lender from its obligation to make Multicurrency Facility Loans on the terms and conditions set forth herein, and Company shall retain any and all rights it may have against any such Lender resulting from the failure of such Lender to make such Multicurrency Facility Loan under this Section 2.3(b)(iii). (iv) Immediately upon the issuance of each Multicurrency Letter of Credit, each Lender holding a Multicurrency Facility Commitment shall be deemed to have irrevocably purchased, and hereby agrees to irrevocably purchase, from the applicable Multicurrency Issuing Bank a participation in such Multicurrency Letter of Credit and any drawings honored thereunder in an amount equal to such Lender's Pro Rata Share of the maximum amount which is or at any time may become available to be drawn thereunder. In the event that Company shall fail for any reason to reimburse a Multicurrency Issuing Bank as provided in Section 2.3(b)(iii), such Multicurrency Issuing Bank shall notify Multicurrency Facility Agent and Multicurrency Facility Agent shall promptly notify each applicable Lender of the unreimbursed amount of such honored drawing and of such Lender's respective participation therein. Each such notice shall state the aggregate amount of Multicurrency Letters of Credit outstanding as of the date of such notice and an itemization of the amount of each Multicurrency in which such Multicurrency Letter of Credit are denominated, together with the Dollar Equivalent thereof. Promptly after receipt by Multicurrency Facility Agent of such notice, Multicurrency Facility Agent shall notify each Multicurrency Facility Lender thereof, and within five (5) Business Days, each Multicurrency Facility Lender shall deliver to Multicurrency Facility Agent an amount equal to its respective participation in Same Day Funds in the applicable Multicurrency at Multicurrency Facility Agent's Principal Office; provided, if Multicurrency Facility Agent shall have received, on or prior to the fourth day after the date of receipt of the written notice of Multicurrency Issuing Bank referred to herein, a notice from any Multicurrency Lender that such Multicurrency Lender intends to fund, at its election as determined in its discretion, its participation in such Multicurrency Letters of Credit in Dollars, then Multicurrency Facility Agent shall promptly notify each other Multicurrency Lender of such election and all Multicurrency Facility Lenders shall fund their respective participations in Dollars; provided further, in such event from and after such date the applicable Multicurrency Letters of Credit to which such participations relate shall automatically be converted (at the Spot Rate of Exchange for the Dollar Equivalent of the applicable Multicurrency determined as of the date of such conversion) to, and thereafter for all purposes hereof be treated as, Multicurrency Letters of Credit the reimbursement obligations of Company with respect to which are denominated in Dollars. Upon receipt of any such amount, Multicurrency Facility Agent shall make available to the applicable Multicurrency Issuing Bank an amount equal to the aggregate amount of all participations purchased at Multicurrency Issuing Bank's Principal Office or such other office specified by the applicable Multicurrency Issuing Bank not later than 12:00 noon (London, England time) on the first Business Day after the date notified by Multicurrency Facility Agent. In the event that any applicable Lender fails to make available to the applicable Multicurrency Issuing Bank on such Business Day the amount of such Lender's participation in such Multicurrency Letter of Credit as provided in this Section 2.3(b)(iv), such Multicurrency Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by Multicurrency Issuing Bank for the correction of errors among banks for three Business Days and thereafter at the rate applicable to Multicurrency Loans pursuant to Section 2.9. Nothing in this Section 2.3(b)(iv) shall be deemed to prejudice the right of any applicable Lender to recover from a Multicurrency Issuing Bank any amounts made available by such Lender to such Multicurrency Issuing Bank pursuant to this Section in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Multicurrency Letter of Credit in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Multicurrency Issuing Bank. In the event the applicable Multicurrency Issuing Bank shall have been reimbursed by other applicable Lenders pursuant to this Section 2.3(b)(iv) for all or any portion of any drawing honored by such Multicurrency Issuing Bank under a Multicurrency Letter of Credit, such Multicurrency Issuing Bank shall distribute to Multicurrency Facility Agent, and Multicurrency Facility Agent shall in turn distribute to each applicable Lender which has paid all amounts payable by it under this Section 2.3(b)(iv) with respect to such honored drawing such Lender's Pro Rata Share of all payments subsequently received by such Multicurrency Issuing Bank from Company in reimbursement of such honored drawing when such payments are received. Any such distribution shall be made to an applicable Lender at its Lending Office or at such other address as such Lender may request.