Common use of The Letter of Credit Commitments Clause in Contracts

The Letter of Credit Commitments. (i) On and after the Original Closing Date, the Existing Letters of Credit will constitute Letters of Credit under this Agreement and for purposes hereof will be deemed to have been issued on the Original Closing Date or the Worldspan Closing Date, as applicable. (ii) Subject to the terms and conditions set forth herein, (A)(1) each Dollar Revolving L/C Issuer agrees, in reliance upon the agreements of the other Dollar Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the period from the Original Closing Date until the Letter of Credit Expiration Date applicable to Dollar Revolving Letters of Credit, to issue Dollar Revolving Letters of Credit for the account of the Borrower (provided that any Dollar Revolving Letter of Credit may be for the benefit of any Subsidiary of the Borrower) and to amend or renew Dollar Revolving Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Dollar Revolving Letters of Credit and (2) the Dollar Revolving Credit Lenders severally agree to participate in Dollar Revolving Letters of Credit issued pursuant to this Section 2.03, (B)(1) each Alternative Currency Revolving L/C Issuer agrees, in reliance upon the agreements of the other Alternative Currency Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the period from the Original Closing Date until the Letter of Credit Expiration Date applicable to Alternative Currency Revolving Letters of Credit, to issue Alternative Currency Revolving Letters of Credit denominated in an Alternative Currency for the account of the Borrower (provided that any Alternative Currency Revolving Letter of Credit may be for the benefit of any Subsidiary of the Borrower) and to amend or renew Alternative Currency Revolving Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Alternative Currency Revolving Letters of Credit and (2) the Alternative Currency Revolving Credit Lenders severally agree to participate in Alternative Currency Revolving Letters of Credit issued pursuant to this Section 2.03 and (C)(1) the Synthetic L/C Issuer agrees, in reliance upon the agreements of the Synthetic L/C Lenders and the Borrower set forth in this Section 2.03, (x) from time to time on any Business Day during the period from the First Amendment and Restatement Effective Date until the Letter of Credit Expiration Date applicable to Letters of Credit issued under the Synthetic L/C Facilities, to issue Synthetic L/C Letters of Credit for the account of the Borrower (provided that any Synthetic L/C Letter of Credit may be for the benefit of any Subsidiary) and to amend or renew Synthetic L/C Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Synthetic L/C Letters of Credit and (2) the Synthetic L/C Lenders severally agree to participate in Synthetic L/C Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit, if as of the date of such L/C Credit Extension (I) in the case of the Revolving Letters of Credit, (x) the Dollar Revolving Credit Exposure of any Lender would exceed such Lender’s Dollar Revolving Credit Commitment, (y) the Alternative Currency Revolving Credit Exposure of any Lender would exceed such Lender’s Alternative Currency Revolving Credit Commitment or (z) the Outstanding Amount of the Dollar Revolving L/C Obligations would exceed the Dollar Revolving Letter of Credit Sublimit or (II) in the case of the Synthetic L/C Letters of Credit, (x) the Synthetic L/C Obligations would exceed the sum of the aggregate amount of the Credit-Linked Deposits and the Tranche S Collateral Account Amount and (y) in the case of any Synthetic L/C Letter of Credit with an expiry date extending beyond the day that is five (5) Business Days prior to the scheduled Maturity Date then in effect for any Synthetic L/C Facility (or, if such day is not a Business Day, the next preceding Business Day) (such day, the “Synthetic L/C Exposure Readjustment Date”), the aggregate face amount (determined as the maximum amount thereof (after giving effect to any prior permanent reductions thereof)) of the Synthetic L/C Letters of Credit expiring after such Synthetic L/C Exposure Readjustment Date would exceed the Aggregate Synthetic L/C Commitments that are scheduled to remain in effect after such scheduled Maturity Date. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. If the Borrower shall fail to specify whether any requested Letter of Credit denominated in Dollars is to be a Revolving Letter of Credit or a Synthetic L/C Letter of Credit, then the requested Letter of Credit shall be deemed to be a Synthetic L/C Letter of Credit unless the issuance thereof would not be permitted by the foregoing provisions of this paragraph, in which case it shall be deemed to be a Revolving Letter of Credit. Notwithstanding any such specification or deemed specification, the Borrower may request in writing that a Letter of Credit issued under any Facility be deemed to be issued under any other Facility (and such redesignation shall become effective on the date of receipt by the Administrative Agent of such written request, which shall be a Business Day) so long as at the time of the Administrative Agent’s receipt of such request, the issuance of such a Letter of Credit would be permitted under such Facility by the foregoing provisions of this paragraph. All Synthetic L/C Letters of Credit will be denominated in Dollars. (iii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Original Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Original Closing Date (for which such L/C Issuer is not otherwise compensated hereunder); (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit (other than the Letters of Credit listed on Schedule 2.03(a)(iii)(B)) would occur more than twelve months after the date of issuance or last renewal, unless the Required Lenders have approved such expiry date; (C) the expiry date of such requested Letter of Credit would occur after the applicable Letter of Credit Expiration Date, unless all the Lenders of the applicable Class or Classes shall have approved such expiry date; or (D) the issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer. (iv) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

Appears in 1 contract

Samples: Credit Agreement (Travelport LTD)

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The Letter of Credit Commitments. (i) On and after the Original Closing Date, the Existing Letters of Credit will constitute Letters of Credit under this Agreement and for purposes hereof will be deemed to have been issued on the Original Closing Date or the Worldspan Closing Date, as applicable. (ii) Subject to the terms and conditions set forth herein, (A)(1) each Dollar Revolving L/C Issuer agrees, in reliance upon the agreements of the other Dollar Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the period from the Original Closing Date until the Letter of Credit Expiration Date applicable to Dollar Revolving Letters of CreditCredit issued under the Dollar Revolving Credit Facility, to issue Dollar Revolving Letters of Credit for the account of the Borrower (provided provided, that any Dollar Revolving Letter of Credit may be for the benefit of any Subsidiary of the Borrower) and to amend or renew Dollar Revolving Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Dollar Revolving Letters of Credit and (2) the Dollar Revolving Credit Lenders severally agree to participate in Dollar Revolving Letters of Credit issued pursuant to this Section 2.03, 2.03 and (B)(1) each Alternative Currency Revolving L/C Issuer agrees, in reliance upon the agreements of the other Alternative Currency Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the period from the Original Closing Date until the Letter of Credit Expiration Date applicable to Alternative Currency Revolving Letters of CreditCredit issued under the Alternative Currency Revolving Credit Facility, to issue Alternative Currency Revolving Letters of Credit denominated in an Alternative Currency for the account of the Borrower (provided provided, that any Alternative Currency Revolving Letter of Credit may be for the benefit of any Subsidiary of the Borrower) and to amend or renew Alternative Currency Revolving Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Alternative Currency Revolving Letters of Credit and (2) the Alternative Currency Revolving Credit Lenders severally agree to participate in Alternative Currency Revolving Letters of Credit issued pursuant to this Section 2.03 and (C)(1) the Synthetic L/C Issuer agrees, in reliance upon the agreements of the Synthetic L/C Lenders and the Borrower set forth in this Section 2.03, (x) from time to time on any Business Day during the period from the First Amendment and Restatement Effective Date until the Letter of Credit Expiration Date applicable to Letters of Credit issued under the Synthetic L/C Facilities, to issue Synthetic L/C Letters of Credit for the account of the Borrower (provided that any Synthetic L/C Letter of Credit may be for the benefit of any Subsidiary) and to amend or renew Synthetic L/C Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Synthetic L/C Letters of Credit and (2) the Synthetic L/C Lenders severally agree to participate in Synthetic L/C Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit, Credit if as of the date of such L/C Credit Extension (I) in the case of the Revolving Letters of CreditExtension, (x) the Dollar Revolving Credit Exposure of any Lender would exceed such Lender’s Dollar Revolving Credit Commitment, (y) the Alternative Currency Revolving Credit Exposure of any Lender would exceed such Lender’s Alternative Currency Revolving Credit Commitment or (z) the Outstanding Amount of the Dollar Revolving L/C Obligations would exceed the Dollar Revolving Letter of Credit Sublimit or (II) in the case of the Synthetic L/C Letters of Credit, (x) the Synthetic L/C Obligations would exceed the sum of the aggregate amount of the Credit-Linked Deposits and the Tranche S Collateral Account Amount and (y) in the case of any Synthetic L/C Letter of Credit with an expiry date extending beyond the day that is five (5) Business Days prior to the scheduled Maturity Date then in effect for any Synthetic L/C Facility (or, if such day is not a Business Day, the next preceding Business Day) (such day, the “Synthetic L/C Exposure Readjustment Date”), the aggregate face amount (determined as the maximum amount thereof (after giving effect to any prior permanent reductions thereof)) of the Synthetic L/C Letters of Credit expiring after such Synthetic L/C Exposure Readjustment Date would exceed the Aggregate Synthetic L/C Commitments that are scheduled to remain in effect after such scheduled Maturity DateSublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. If the Borrower shall fail to specify whether any requested Letter of Credit denominated in Dollars is to be a Revolving Letter of Credit or a Synthetic L/C Letter of Credit, then the requested Letter of Credit shall be deemed to be a Synthetic L/C Letter of Credit unless the issuance thereof would not be permitted by the foregoing provisions of this paragraph, in which case it shall be deemed to be a Revolving Letter of Credit. Notwithstanding any such specification or deemed specification, the Borrower may request in writing that a Letter of Credit issued under any Facility be deemed to be issued under any other Facility (and such redesignation shall become effective on the date of receipt by the Administrative Agent of such written request, which shall be a Business Day) so long as at the time of the Administrative Agent’s receipt of such request, the issuance of such a Letter of Credit would be permitted under such Facility by the foregoing provisions of this paragraph. All Synthetic L/C Letters of Credit will be denominated in Dollars. (iii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Original Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Original Closing Date (for which such L/C Issuer is not otherwise compensated hereunder); (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit (other than the Letters of Credit listed on Schedule 2.03(a)(iii)(B)) would occur more than twelve months after the date of issuance or last renewal, unless the Required Lenders have approved such expiry date; (C) the expiry date of such requested Letter of Credit would occur after the applicable Letter of Credit Expiration Date, unless all the Lenders of the applicable Class or Classes shall have approved such expiry date; or (D) the issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer. (iv) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

Appears in 1 contract

Samples: Credit Agreement (Freescale Semiconductor Inc)

The Letter of Credit Commitments. (i) On and after the Original Closing Date, the Existing Letters of Credit will constitute Letters of Credit under this Agreement and for purposes hereof will be deemed to have been issued on the Original Closing Date or the Worldspan Closing Date, as applicable. (ii) Subject to the terms and conditions set forth herein, (A)(1) each Dollar Revolving L/C Issuer agrees, in reliance upon the agreements of the other Dollar Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the period from the Original Closing Date until the Letter of Credit Expiration Date applicable to Dollar Revolving Letters of Credit, to issue Dollar Revolving Letters of Credit for the account of the Borrower (provided that any Dollar Revolving Letter of Credit may be for the benefit of any Subsidiary of the Borrower) and to amend or renew Dollar Revolving Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Dollar Revolving Letters of Credit and (2) the Dollar Revolving Credit Lenders severally agree to participate in Dollar Revolving Letters of Credit issued pursuant to this Section 2.03, (B)(1) each Alternative Currency Revolving L/C Issuer agrees, in reliance upon the agreements of the other Alternative Currency Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the period from the Original Closing Date until the Letter of Credit Expiration Date applicable to Alternative Currency Revolving Letters of Credit, to issue Alternative Currency Revolving Letters of Credit denominated in an Alternative Currency for the account of the Borrower (provided that any Alternative Currency Revolving Letter of Credit may be for the benefit of any Subsidiary of the Borrower) and to amend or renew Alternative Currency Revolving Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Alternative Currency Revolving Letters of Credit and (2) the Alternative Currency Revolving Credit Lenders severally agree to participate in Alternative Currency Revolving Letters of Credit issued pursuant to this Section 2.03 and (C)(1) the Synthetic L/C Issuer agrees, in reliance upon the agreements of the Synthetic L/C Lenders and the Borrower set forth in this Section 2.03, (x) from time to time on any Business Day during the period from the First Amendment and Restatement Effective Date until the Letter of Credit Expiration Date applicable to Letters of Credit issued under the Synthetic L/C Facilities, to issue Synthetic L/C Letters of Credit for the account of the Borrower (provided that any Synthetic L/C Letter of Credit may be for the benefit of any Subsidiary) and to amend or renew Synthetic L/C Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Synthetic L/C Letters of Credit and (2) the Synthetic L/C Lenders severally agree to participate in Synthetic L/C Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit, if as of the date of such L/C Credit Extension (and after giving effect to such L/C Credit Extension) (I) in the case of the Revolving Letters of Credit, (xv) the Dollar Revolving Credit Exposure of any Lender would exceed such Lender’s Dollar Revolving Credit Commitment, (yw) the Alternative Currency Revolving Credit Exposure of any Lender would exceed such Lender’s Alternative Currency Revolving Credit Commitment or Commitment, (zx) the Outstanding Amount of the Dollar Revolving L/C Obligations would exceed the Dollar Revolving Letter of Credit Sublimit Sublimit, (y) in the case of any Dollar Revolving Letter of Credit with an expiry date extending beyond the day that is five (5) Business Days prior to the scheduled Maturity Date then in effect for either the Extended 2012 Dollar Revolving Credit Facility or the Extended Revolving Credit Facility (or, if either such day is not a Business Day, the next preceding Business Day) (each such day applicable in the case of such Letter of Credit, a “Dollar Revolving Exposure Readjustment Date” therefor), the aggregate face amount (determined as the maximum amount thereof (after giving effect to any prior permanent reductions thereof)) of the Dollar Revolving Letters of Credit expiring after such Dollar Revolving Exposure Readjustment Date (i) plus the aggregate principal amount of outstanding Swing Line Loans, 2015 Dollar Revolving Credit Loans and Extended Dollar Revolving Credit Loans would exceed, following the Maturity Date for the Extended 2012 Dollar Revolving Credit Commitments but prior to the Maturity Date for the Extended Dollar Revolving Credit Commitments, the sum of the Aggregate 2015 Dollar Revolving Credit Commitments and Aggregate Extended Dollar Revolving Credit Commitments at such time, or (ii) plus the aggregate principal amount of outstanding Swing Line Loans and 2015 Dollar Revolving Credit Loans would exceed, following the Maturity Date for the Extended Dollar Revolving Credit Commitments, the Aggregate 2015 Dollar Revolving Credit Commitments at such time, or (z) in the case of any Alternative Currency Revolving Letter of Credit with an expiry date extending beyond the day that is five (5) Business Days prior to the scheduled Maturity Date then in effect for either the Extended 2012 Alternative Currency Revolving Credit Facility or the Extended Alternative Currency Revolving Credit Facility (or, if either such day is not a Business Day, the next preceding Business Day) (each such day applicable in the case of such Letter of Credit, an “Alternative Currency Revolving Exposure Readjustment Date” therefor), the aggregate face amount (determined as the maximum amount thereof (after giving effect to any prior permanent reductions thereof)) of the Alternative Currency Revolving Letters of Credit expiring after such Alternative Currency Revolving Exposure Readjustment Date (i) plus the Dollar Amount of 2015 Alternative Currency Revolving Credit Loans and Extended Alternative Currency Revolving Credit Loans would exceed, following the Maturity Date for the Extended 2012 Alternative Currency Revolving Credit Commitments but prior to the Maturity Date for the Extended Alternative Currency Revolving Credit Commitments, the sum of the Aggregate 2015 Alternative Currency Revolving Credit Commitments and Aggregate Extended Alternative Currency Revolving Credit Commitments at such time, or (ii) plus the Dollar Amount of 2015 Alternative Currency Revolving Credit Loans would exceed, following the Maturity Date for the Extended Alternative Currency Revolving Credit Commitments, the Aggregate 2015 Alternative Currency Revolving Credit Commitments at such time or (II) in the case of the Synthetic L/C Letters of Credit, (x) the Synthetic L/C Obligations would exceed the sum of the aggregate amount of the Credit-Linked Deposits and the Tranche S Collateral Account Amount and (y) in the case of any Synthetic L/C Letter of Credit with an expiry date extending beyond the day that is five (5) Business Days prior to the scheduled Maturity Date (taking into account any provisos to the definition of Maturity Date) then in effect for any Synthetic L/C Facility (or, if such day is not a Business Day, the next preceding Business Day) (such day, the “Synthetic L/C Exposure Readjustment Date”), the aggregate face amount (determined as the maximum amount thereof (after giving effect to any prior permanent reductions thereof)) of the Synthetic L/C Letters of Credit expiring after such Synthetic L/C Exposure Readjustment Date would exceed the Aggregate Synthetic L/C Commitments that are scheduled to remain in effect after such scheduled Maturity Date. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. If the Borrower shall fail to specify whether any requested Letter of Credit denominated in Dollars is to be a Revolving Letter of Credit or a Synthetic L/C Letter of Credit, then the requested Letter of Credit shall be deemed to be requested as a Synthetic L/C Letter of Credit unless the issuance thereof would not be permitted by the foregoing provisions of this paragraph, in which case it shall be deemed to be requested as a Revolving Letter of Credit. Notwithstanding any such specification or deemed specification, the Borrower may request in writing that a Letter of Credit issued under any Facility be deemed to be issued under any other Facility (and such redesignation shall become effective on the date of receipt by the Administrative Agent of such written request, which shall be a Business Day) so long as at the time of the Administrative Agent’s receipt of such request, the issuance of such a Letter of Credit would be permitted under such Facility by the foregoing provisions of this paragraph. All Synthetic L/C Letters of Credit will be denominated in Dollars. (iii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Original Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Original Closing Date (for which such L/C Issuer is not otherwise compensated hereunder); (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit (other than the Letters of Credit listed on Schedule 2.03(a)(iii)(B)) would occur more than twelve months after the date of issuance or last renewal, unless the Required Lenders have approved such expiry date; (C) the expiry date of such requested Letter of Credit would occur after the applicable Letter of Credit Expiration Date, unless all the Lenders of the applicable Class or Classes shall have approved such expiry date; or (D) the issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer. (iv) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

Appears in 1 contract

Samples: Credit Agreement (Travelport LTD)

The Letter of Credit Commitments. (i) On and after the Original Closing Date, Date the Existing Letters of Credit will constitute Letters of Credit under this Agreement and for purposes hereof will be deemed to have been issued on the Original Closing Date or the Worldspan Closing Date, as applicable. (ii) Subject to the terms and conditions set forth herein, (A)(1) each Dollar Revolving L/C Issuer agrees, in reliance upon the agreements of the other Dollar Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the period from the Original Closing Date until the Letter of Credit Expiration Date applicable to Dollar Revolving Letters of CreditCredit issued under the Dollar Revolving Credit Facility, to issue Dollar Revolving Letters of Credit for the account of the Borrower (provided provided, that any Dollar Revolving Letter of Credit may be for the benefit of any Subsidiary of the Borrower) and to amend or renew Dollar Revolving Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Dollar Revolving Letters of Credit and (2) the Dollar Revolving Credit Lenders severally agree to participate in Dollar Revolving Letters of Credit issued pursuant to this Section 2.03, (B)(1) each Alternative Currency Revolving L/C Issuer agrees, in reliance upon the agreements of the other Alternative Currency Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the period from the Original Closing Date until the Letter of Credit Expiration Date applicable to Alternative Currency Revolving Letters of CreditCredit issued under the Alternative Currency Revolving Credit Facility, to issue Alternative Currency Revolving Letters of Credit denominated in an Alternative Currency for the account of the Borrower (provided provided, that any Alternative Currency Revolving Letter of Credit may be for the benefit of any Subsidiary of the Borrower) and to amend or renew Alternative Currency Revolving Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Alternative Currency Revolving Letters of Credit and (2) the Alternative Currency Revolving Credit Lenders severally agree to participate in Alternative Currency Revolving Letters of Credit issued pursuant to this Section 2.03 and (C)(1) the each Post-First Amendment and Restatement Synthetic L/C Issuer agrees, in reliance upon the agreements of the other Post-First Amendment and Restatement Synthetic L/C Lenders and the Borrower set forth in this Section 2.03, (x) from time to time on any Business Day during the period from the First Amendment and Restatement Effective Date until the Letter of Credit Expiration Date applicable to Letters of Credit issued under the Post-First Amendment and Restatement Synthetic L/C FacilitiesFacility, to issue Synthetic L/C Letters of Credit for the account of the Borrower (provided provided, that any Synthetic L/C Letter of Credit may be for the benefit of any Subsidiary) and to amend or renew Synthetic L/C Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Synthetic L/C Letters of Credit and (2) the Post-First Amendment and Restatement Synthetic L/C Lenders severally agree to participate in Synthetic L/C Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit, Credit if as of the date of such L/C Credit Extension (I) in the case of the Revolving Letters of CreditExtension, (xI)(x) the Dollar Revolving Credit Exposure of any Lender would exceed such Lender’s Dollar Revolving Credit Commitment, (y) the Alternative Currency Revolving Credit Exposure of any Lender would exceed such Lender’s Alternative Currency Revolving Credit Commitment or (z) the Outstanding Amount of the Dollar Revolving L/C Obligations would exceed the Dollar Revolving Letter of Credit Sublimit or (II) in the case of the Synthetic L/C Letters of Credit, (x) the Post-First Amendment and Restatement Synthetic L/C Obligations Exposure would exceed the sum of the aggregate amount of the such Lender’s Post-First Amendment and Restatement Credit-Linked Deposits Deposit and its Pro Rata Share of the Tranche S Collateral Account Amount outstanding Post-First Amendment and (y) in the case of any Restatement Synthetic L/C Letter of Credit with an expiry date extending beyond the day that is five (5) Business Days prior to the scheduled Maturity Date then in effect for any Synthetic L/C Facility (or, if such day is not a Business Day, the next preceding Business Day) (such day, the “Synthetic L/C Exposure Readjustment Date”), the aggregate face amount (determined as the maximum amount thereof (after giving effect to any prior permanent reductions thereof)) of the Synthetic L/C Letters of Credit expiring after such Synthetic L/C Exposure Readjustment Date would exceed the Aggregate Synthetic L/C Commitments that are scheduled to remain in effect after such scheduled Maturity DateLoans. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. If the Borrower shall fail to specify whether any requested Letter of Credit denominated in Dollars is to be a Revolving Letter of Credit or a Synthetic L/C Letter of Credit, then the requested Letter of Credit shall be deemed to be a Synthetic L/C Letter of Credit unless the issuance thereof would not be permitted by the foregoing provisions of this paragraph, in which case it shall be deemed to be a Revolving Letter of Credit. Notwithstanding any such specification or deemed specification, the Borrower may request in writing that a Letter of Credit issued under any either Revolving Credit Facility or the Post-First Amendment and Restatement Synthetic L/C Facility be deemed to be issued under any other Facility (and such redesignation shall become effective on the date of receipt by the Administrative Agent of such written request, request which shall be a Business Day) so long as if at the time of the Administrative Agent’s receipt of such request, request the issuance of such a Letter of Credit would be permitted under such Facility by the foregoing provisions of this paragraph. All Synthetic L/C Letters of Credit will be denominated in Dollars. (iii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Original Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Original Closing Date (for which such L/C Issuer is not otherwise compensated hereunder); (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit (other than the Letters of Credit listed on Schedule 2.03(a)(iii)(B)) would occur more than twelve months after the date of issuance or last renewal, unless the Required Lenders have approved such expiry date; (C) the expiry date of such requested Letter of Credit would occur after the applicable Letter of Credit Expiration Date, unless all the Dollar Revolving Credit Lenders of the applicable Class or Classes shall Post-First Amendment and Restatement Synthetic L/C Lenders, as applicable, have approved such expiry date; or (D) the issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer. (iv) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

Appears in 1 contract

Samples: Credit Agreement (Travelport LTD)

The Letter of Credit Commitments. (i) On and after the Original Closing Date, the Existing Letters of Credit will constitute Letters of Credit under this Agreement and for purposes hereof will be deemed to have been issued on the Original Closing Date or the Worldspan Closing Date, as applicable. (ii) Subject to the terms and conditions set forth herein, (A)(1) each Dollar Revolving L/C Issuer agrees, in reliance upon the agreements of the other Dollar Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the period from the Original Closing Date until the Letter of Credit Expiration Date applicable to Dollar Revolving Letters of CreditDate, to issue Dollar Revolving Letters of Credit for the account of the Parent Borrower (provided that any Dollar Revolving Letter of Credit may be for the benefit of any Subsidiary of the Parent Borrower) and to amend or renew Dollar Revolving Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts drawings under the Dollar Revolving Letters of Credit and (2) the Dollar Revolving Credit Lenders severally agree to participate in Dollar Revolving Letters of Credit issued pursuant to this Section 2.03, 2.03 and (B)(1) each Alternative Currency Revolving L/C Issuer agrees, in reliance upon the agreements of the other Alternative Currency Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the period from the Original Closing Date until the Letter of Credit Expiration Date applicable to Alternative Currency Revolving Letters of CreditDate, to issue Alternative Currency Revolving Letters of Credit denominated in Dollars or in an Alternative Currency for the account of the Parent Borrower or any Foreign Subsidiary Revolving Borrower (provided that any Alternative Currency Revolving Letter of Credit may be for the benefit of any Subsidiary of the Parent Borrower or any Foreign Subsidiary Revolving Borrower) and to amend or renew Alternative Currency Revolving Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts drawings under the Alternative Currency Revolving Letters of Credit and (2) the Alternative Currency Revolving Credit Lenders severally agree to participate in Alternative Currency Revolving Letters of Credit issued pursuant to this Section 2.03 and (C)(1) the Synthetic L/C Issuer agrees, in reliance upon the agreements of the Synthetic L/C Lenders and the Borrower set forth in this Section 2.03, (x) from time to time on any Business Day during the period from the First Amendment and Restatement Effective Date until the Letter of Credit Expiration Date applicable to Letters of Credit issued under the Synthetic L/C Facilities, to issue Synthetic L/C Letters of Credit for the account of the Borrower (provided that any Synthetic L/C Letter of Credit may be for the benefit of any Subsidiary) and to amend or renew Synthetic L/C Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Synthetic L/C Letters of Credit and (2) the Synthetic L/C Lenders severally agree to participate in Synthetic L/C Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer Issuers shall not be obligated to make any L/C Credit Extension Extensions with respect to any Letter Letters of Credit, and no Lender Lenders shall not be obligated to participate in any Letter Letters of CreditCredit if, if as of the date of such L/C Credit Extension the applicable (I) in the case of the Revolving Letters Dollar Letter of Credit, (x) the Dollar Revolving Credit Exposure of any Lender would exceed such Lender’s Dollar Revolving Credit CommitmentCommitment or (y) the Outstanding Amount of all Dollar L/C Obligations would exceed the Dollar L/C Sublimit and (II) Alternative Currency Letter of Credit, (yx) the Alternative Currency Revolving Credit Exposure of any Lender would exceed such Lender’s Alternative Currency Revolving Credit Commitment or (zy) the Outstanding Amount of the Dollar Revolving all Alternative Currency L/C Obligations would exceed the Dollar Revolving Alternative Currency L/C Sublimit; provided further that no Letter of Credit Sublimit or (II) in the case of the Synthetic shall be issued by any L/C Letters Issuer the stated amount of Creditwhich, (x) when added to the Synthetic Outstanding Amount of L/C Obligations Credit Extensions with respect to such L/C Issuer, would exceed the sum of the aggregate amount of the Credit-Linked Deposits and the Tranche S Collateral Account Amount and (y) in the case of any Synthetic applicable Specified L/C Sublimit of such L/C Issuer then in effect. Each request by the Parent Borrower for the issuance or amendment of a Letter of Credit with an expiry date extending beyond shall be deemed to be a representation by the day Parent Borrower that is five (5) Business Days prior to the scheduled Maturity Date then in effect for any Synthetic L/C Facility (or, if such day is not a Business Day, Credit Extension so requested complies with the next conditions set forth in the proviso to the preceding Business Day) (such day, the “Synthetic L/C Exposure Readjustment Date”), the aggregate face amount (determined as the maximum amount thereof (after giving effect to any prior permanent reductions thereof)) of the Synthetic L/C Letters of Credit expiring after such Synthetic L/C Exposure Readjustment Date would exceed the Aggregate Synthetic L/C Commitments that are scheduled to remain in effect after such scheduled Maturity Datesentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Parent Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. If . (ii) An L/C Issuer shall not issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the Borrower shall fail to specify whether any expiry date of such requested Letter of Credit denominated in Dollars is to be a Revolving Letter would occur more than twelve months after the date of Credit issuance or a Synthetic last renewal, unless otherwise agreed by such L/C Letter Issuer and the Administrative Agent in their sole discretion; or (B) the expiry date of Credit, then the such requested Letter of Credit would occur after the applicable Letter of Credit Expiration Date, unless (1) each Appropriate Lender shall be deemed to be a Synthetic have approved such expiry date or (2) the Outstanding Amount of the L/C Obligations in respect of such requested Letter of Credit unless the issuance thereof would not be permitted by the foregoing provisions of this paragraph, in which case it shall be deemed to be a Revolving Letter of Credit. Notwithstanding any such specification or deemed specification, the Borrower may request in writing that a Letter of Credit issued under any Facility be deemed to be issued under any other Facility (and such redesignation shall become effective on the date of receipt by the Administrative Agent of such written request, which shall be a Business Day) so long as at the time of the Administrative Agent’s receipt of such request, the issuance of such a Letter of Credit would be permitted under such Facility by the foregoing provisions of this paragraph. All Synthetic L/C Letters of Credit will be denominated in Dollarshas been Cash Collateralized. (iii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Original Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Original Closing Date (for which such L/C Issuer is not otherwise compensated hereunder); (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit (other than the Letters of Credit listed on Schedule 2.03(a)(iii)(B)) would occur more than twelve months after the date of issuance or last renewal, unless the Required Lenders have approved such expiry date; (C) the expiry date of such requested Letter of Credit would occur after the applicable Letter of Credit Expiration Date, unless all the Lenders of the applicable Class or Classes shall have approved such expiry date; or (D) the issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer. (iv) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

Appears in 1 contract

Samples: Credit Agreement (Clear Channel Communications Inc)

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The Letter of Credit Commitments. (i) On and after the Original Closing Date, the Existing Letters of Credit will constitute Letters of Credit under this Agreement and for purposes hereof will be deemed to have been issued on the Original Closing Date or the Worldspan Closing Date, as applicable. (ii) Subject to the terms and conditions set forth herein, (A)(1) each Dollar Revolving L/C Issuer agrees, in reliance upon the agreements of the other Dollar Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the period from the Original Closing Date until the Letter of Credit Expiration Date applicable to Dollar Revolving Letters of CreditCredit issued under the Dollar Revolving Credit Facility, to issue Dollar Revolving Letters of Credit for the account of the Borrower (provided provided, that any Dollar Revolving Letter of Credit may be for the benefit of any Subsidiary of the Borrower) and to amend or renew Dollar Revolving Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Dollar Revolving Letters of Credit and (2) the Dollar Revolving Credit Lenders severally agree to participate in Dollar Revolving Letters of Credit issued pursuant to this Section 2.03, 2.03 and (B)(1) each Alternative Currency Revolving L/C Issuer agrees, in reliance upon the agreements of the other Alternative Currency Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the period from the Original Closing Date until the Letter of Credit Expiration Date applicable to Alternative Currency Revolving Letters of CreditCredit issued under the Alternative Currency Revolving Credit Facility, to issue Alternative Currency Revolving Letters of Credit denominated in an Alternative Currency for the account of the Borrower (provided provided, that any Alternative Currency Revolving Letter of Credit may be for the benefit of any Subsidiary of the Borrower) and to amend or renew Alternative Currency Revolving Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Alternative Currency Revolving Letters of Credit and (2) the Alternative Currency Revolving Credit Lenders severally agree to participate in Alternative Currency Revolving Letters of Credit issued pursuant to this Section 2.03 and (C)(1) the Synthetic L/C Issuer agrees, in reliance upon the agreements of the Synthetic L/C Lenders and the Borrower set forth in this Section 2.03, (x) from time to time on any Business Day during the period from the First Amendment and Restatement Effective Date until the Letter of Credit Expiration Date applicable to Letters of Credit issued under the Synthetic L/C Facilities, to issue Synthetic L/C Letters of Credit for the account of the Borrower (provided that any Synthetic L/C Letter of Credit may be for the benefit of any Subsidiary) and to amend or renew Synthetic L/C Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Synthetic L/C Letters of Credit and (2) the Synthetic L/C Lenders severally agree to participate in Synthetic L/C Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit, Credit if as of the date of such L/C Credit Extension (I) in the case of the Revolving Letters of CreditExtension, (x) the Dollar Revolving Credit Exposure of any Lender would exceed such Lender’s Dollar Revolving Credit Commitment, (y) the Alternative Currency Revolving Credit Exposure of any Lender would exceed such Lender’s Alternative Currency Revolving Credit Commitment or (z) the Outstanding Amount of the Dollar Revolving L/C Obligations would exceed the Dollar Revolving Letter of Credit Sublimit or (II) in the case of the Synthetic L/C Letters of Credit, (x) the Synthetic L/C Obligations would exceed the sum of the aggregate amount of the Credit-Linked Deposits and the Tranche S Collateral Account Amount and (y) in the case of any Synthetic L/C Letter of Credit with an expiry date extending beyond the day that is five (5) Business Days prior to the scheduled Maturity Date then in effect for any Synthetic L/C Facility (or, if such day is not a Business Day, the next preceding Business Day) (such day, the “Synthetic L/C Exposure Readjustment Date”), the aggregate face amount (determined as the maximum amount thereof (after giving effect to any prior permanent reductions thereof)) of the Synthetic L/C Letters of Credit expiring after such Synthetic L/C Exposure Readjustment Date would exceed the Aggregate Synthetic L/C Commitments that are scheduled to remain in effect after such scheduled Maturity DateSublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. If the Borrower shall fail to specify whether any requested Letter of Credit denominated in Dollars is to be a Revolving Letter of Credit or a Synthetic L/C Letter of Credit, then the requested Letter of Credit shall be deemed to be a Synthetic L/C Letter of Credit unless the issuance thereof would not be permitted by the foregoing provisions of this paragraph, in which case it shall be deemed to be a Revolving Letter of Credit. Notwithstanding any such specification or deemed specification, the Borrower may request in writing that a Letter of Credit issued under any Facility be deemed to be issued under any other Facility (and such redesignation shall become effective on the date of receipt by the Administrative Agent of such written request, which shall be a Business Day) so long as at the time of the Administrative Agent’s receipt of such request, the issuance of such a Letter of Credit would be permitted under such Facility by the foregoing provisions of this paragraph. All Synthetic L/C Letters of Credit will be denominated in Dollars. (iiiii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Original Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Original Closing Date (for which such L/C Issuer is not otherwise compensated hereunder); (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit (other than the Letters of Credit listed on Schedule 2.03(a)(iii)(B2.03(a)(ii)(B)) would occur more than twelve months after the date of issuance or last renewal, unless the Required Lenders have approved such expiry date; (C) the expiry date of such requested Letter of Credit would occur after the applicable Letter of Credit Expiration Date, unless all the Dollar Revolving Credit Lenders of the applicable Class or Classes shall have approved such expiry date; or (D) the issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer. (iviii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

Appears in 1 contract

Samples: Credit Agreement (Freescale Semiconductor Inc)

The Letter of Credit Commitments. (i) On and after the Original Closing Date, the Existing Letters of Credit will constitute Letters of Credit under this Agreement and for purposes hereof will be deemed to have been issued on the Original Closing Date or the Worldspan Closing Date, as applicable. (ii) Subject to the terms and conditions set forth herein, (A)(11) each Dollar Revolving L/C Issuer agrees, in reliance upon the agreements of the other Dollar Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the period from Availability Period for the Original Closing Date until the Letter of applicable Revolving Credit Expiration Date applicable to Dollar Revolving Letters of CreditFacility, to issue Dollar Revolving (i) Multicurrency Tranche 1 Letters of Credit denominated in Dollars or any Multicurrency Tranche 1 Alternative Currency, (ii) Multicurrency Tranche 2 Letters of Credit denominated in Dollars or any Multicurrency Tranche 2 Alternative Currency and (iii) U.S. Letters of Credit denominated in Dollars, for the account of the Borrower (provided that any Dollar Revolving Letter of Credit may be for the benefit of any Subsidiary of the Borrower) and to amend or renew Dollar Revolving Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Dollar Revolving Letters of Credit and (2) the Dollar Revolving Credit Lenders Applicable Participants severally agree to participate in Dollar Revolving Letters of Credit issued pursuant to this Section 2.03, (B)(1) each Alternative Currency Revolving L/C Issuer agrees, in reliance upon the agreements of the other Alternative Currency Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the period from the Original Closing Date until the Letter of Credit Expiration Date applicable to Alternative Currency Revolving Letters of Credit, to issue Alternative Currency Revolving Letters of Credit denominated in an Alternative Currency for the account of the Borrower (provided that any Alternative Currency Revolving Letter of Credit may be for the benefit of any Subsidiary of the Borrower) and to amend or renew Alternative Currency Revolving Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Alternative Currency Revolving Letters of Credit and (2) the Alternative Currency Revolving Credit Lenders severally agree to participate in Alternative Currency Revolving Letters of Credit issued pursuant to this Section 2.03 and (C)(1) the Synthetic L/C Issuer agrees, in reliance upon the agreements of the Synthetic L/C Lenders and the Borrower set forth in this Section 2.03, (x) from time to time on any Business Day during the period from the First Amendment and Restatement Effective Date until the Letter of Credit Expiration Date applicable to Letters of Credit issued under the Synthetic L/C Facilities, to issue Synthetic L/C Letters of Credit for the account of the Borrower (provided that any Synthetic L/C Letter of Credit may be for the benefit of any Subsidiary) and to amend or renew Synthetic L/C Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Synthetic L/C Letters of Credit and (2) the Synthetic L/C Lenders severally agree to participate in Synthetic L/C Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender Applicable Participant shall be obligated to participate in any Letter of Credit, Credit if as of the date of immediately after giving effect to such L/C Credit Extension Extension, (Iu) the aggregate L/C Exposure would exceed the Letter of Credit Sublimit, (x) in the case of the Revolving Letters a Multicurrency Tranche 1 Letter of Credit, (x) the Dollar Multicurrency Tranche 1 Revolving Credit Exposure of any Lender would exceed such Lender’s Dollar Multicurrency Tranche 1 Revolving Credit Commitment, (y) in the Alternative Currency case of a Multicurrency Tranche 2 Letter of Credit, the Multicurrency Tranche 2 Revolving Credit Exposure of any Lender would exceed such Lender’s Alternative Currency Multicurrency Tranche 2 Revolving Credit Commitment or and (z) the Outstanding Amount of the Dollar Revolving L/C Obligations would exceed the Dollar Revolving Letter of Credit Sublimit or (II) in the case of the Synthetic L/C Letters a U.S. Letter of Credit, (x) the Synthetic L/C Obligations U.S. Revolving Credit Exposure of any Lender would exceed the sum of the aggregate amount of the Credit-Linked Deposits and the Tranche S Collateral Account Amount and (y) in the case of any Synthetic L/C Letter of such Lender’s U.S. Revolving Credit with an expiry date extending beyond the day that is five (5) Business Days prior to the scheduled Maturity Date then in effect for any Synthetic L/C Facility (or, if such day is not a Business Day, the next preceding Business Day) (such day, the “Synthetic L/C Exposure Readjustment Date”), the aggregate face amount (determined as the maximum amount thereof (after giving effect to any prior permanent reductions thereof)) of the Synthetic L/C Letters of Credit expiring after such Synthetic L/C Exposure Readjustment Date would exceed the Aggregate Synthetic L/C Commitments that are scheduled to remain in effect after such scheduled Maturity DateCommitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. If the Borrower shall fail to specify whether any requested Letter of Credit denominated in Dollars is to be a Revolving Letter of Credit or a Synthetic L/C Letter of Credit, then the requested Letter of Credit shall be deemed to be a Synthetic L/C Letter of Credit unless the issuance thereof would not be permitted by the foregoing provisions of this paragraph, in which case it shall be deemed to be a Revolving Letter of Credit. Notwithstanding any such specification or deemed specification, the Borrower may request in writing that a Letter of Credit issued under any Facility be deemed to be issued under any other Facility (and such redesignation shall become effective on the date of receipt by the Administrative Agent of such written request, which shall be a Business Day) so long as at the time of the Administrative Agent’s receipt of such request, the issuance of such a Letter of Credit would be permitted under such Facility by the foregoing provisions of this paragraph. All Synthetic L/C Letters of Credit will be denominated in Dollars. (iiiii) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and, in the case of clauses (B) and (C), shall not issue any Letter of Credit) if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Original Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Original Closing Date (for which such L/C Issuer is not otherwise compensated hereunder); (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit (other than the Letters of Credit listed on Schedule 2.03(a)(iii)(B)) would occur more than twelve months after the date of issuance or last renewal, unless (i) the Required Revolving Credit Lenders (for this purpose, calculated excluding all Revolving Credit Commitments and Revolving Credit Exposure other than Revolving Credit Commitments and Revolving Credit Exposure under the Revolving Credit Facility under which such Letter of Credit is proposed to be issued) and (ii) the relevant L/C Issuer have approved such expiry date; (C) the expiry date of such requested Letter of Credit would occur after the applicable Letter of Credit Expiration Date, unless (i) all the Lenders of Applicable Participants and (ii) the applicable Class or Classes shall relevant L/C Issuer have approved such expiry date; or; (D) the issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer; (E) the Letter of Credit is to be denominated in a currency other than Dollars, any Multicurrency Tranche 1 Alternative Currency or any Multicurrency Tranche 2 Alternative Currency unless otherwise agreed by the L/C Issuer and the Administrative Agent; or (F) the Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,000. (iviii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

Appears in 1 contract

Samples: Credit Agreement (Heinz H J Co)

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