OTHER CONDITIONS AS THE PARTIES THERETO SHALL AGREE.
THE
BORROWER WILL USE THE PROCEEDS OF THE INCREMENTAL TERM LOANS AND REVOLVING
COMMITMENT INCREASES FOR
101
ANY PURPOSE NOT PROHIBITED BY THIS AGREEMENT.
NO LENDER SHALL BE OBLIGATED TO
PROVIDE ANY INCREMENTAL TERM LOANS OR REVOLVING COMMITMENT INCREASES, UNLESS IT
SO AGREES.
UPON EACH INCREASE IN THE REVOLVING CREDIT COMMITMENTS PURSUANT TO
THIS SECTION, EACH REVOLVING CREDIT LENDER IMMEDIATELY PRIOR TO SUCH INCREASE
WILL AUTOMATICALLY AND WITHOUT FURTHER ACT BE DEEMED TO HAVE ASSIGNED TO EACH
LENDER PROVIDING A PORTION OF THE REVOLVING COMMITMENT INCREASE (EACH A
"REVOLVING COMMITMENT INCREASE LENDER") IN RESPECT OF SUCH INCREASE, AND EACH
SUCH REVOLVING COMMITMENT INCREASE LENDER WILL AUTOMATICALLY AND WITHOUT FURTHER
ACT BE DEEMED TO HAVE ASSUMED, A PORTION OF SUCH REVOLVING CREDIT LENDER'S
PARTICIPATIONS HEREUNDER IN OUTSTANDING REVOLVING LETTERS OF CREDIT AND SWING
LINE LOANS SUCH THAT, AFTER GIVING EFFECT TO EACH SUCH DEEMED ASSIGNMENT AND
ASSUMPTION OF PARTICIPATIONS, THE PERCENTAGE OF THE AGGREGATE OUTSTANDING (I)
PARTICIPATIONS HEREUNDER IN REVOLVING LETTERS OF CREDIT AND (II) PARTICIPATIONS
HEREUNDER IN SWING LINE LOANS HELD BY EACH REVOLVING CREDIT LENDER (INCLUDING
EACH SUCH REVOLVING COMMITMENT INCREASE LENDER) WILL EQUAL THE PERCENTAGE OF THE
AGGREGATE REVOLVING CREDIT COMMITMENTS OF ALL REVOLVING CREDIT LENDERS
REPRESENTED BY SUCH REVOLVING CREDIT LENDER'S REVOLVING CREDIT COMMITMENT.
IF.,
ON THE DATE OF SUCH INCREASE, THERE ARE ANY REVOLVING CREDIT LOANS OUTSTANDING,
SUCH REVOLVING CREDIT LOANS SHALL ON OR PRIOR TO THE EFFECTIVENESS OF SUCH
REVOLVING COMMITMENT INCREASE BE PREPAID FROM THE PROCEEDS OF ADDITIONAL
REVOLVING CREDIT LOANS MADE HEREUNDER (REFLECTING SUCH INCREASE IN REVOLVING
CREDIT COMMITMENTS), WHICH PREPAYMENT SHALL BE ACCOMPANIED BY ACCRUED INTEREST
ON THE REVOLVING CREDIT LOANS BEING PREPAID AND ANY COSTS INCURRED BY ANY LENDER
IN ACCORDANCE WITH SECTION 3.05.
THE ADMINISTRATIVE AGENT AND THE LENDERS
HEREBY AGREE THAT THE MINIMUM BORROWING, PRO RATA BORROWING AND PRO RATA PAYMENT
REQUIREMENTS CONTAINED ELSEWHERE IN THIS AGREEMENT SHALL NOT APPLY TO THE
TRANSACTIONS EFFECTED PURSUANT TO THE IMMEDIATELY PRECEDING SENTENCE.
(B)
THIS SECTION 2.14 SHALL SUPERSEDE ANY PROVISIONS IN SECTION 2.13
OR 10.01 TO THE CONTRARY.
(C)
FOR THE AVOIDANCE OF DOUBT, THE DELAYED DRAW TERM LOANS, THE NEW
POST-FIRST AMENDMENT AND RESTATEMENT SYNTHETIC L/C FACILITY AND THE INCREASE IN
THE DOLLAR REVOLVING CREDIT COMMITMENTS ON THE WORLDSPAN CLOSING DATE SHALL NOT
BE DEEMED TO HAVE BEEN INCURRED PURSUANT TO THIS SECTION 2.14 FOR ANY PURPOSE
UNDER THIS AGREEMENT.
SECTION 2.15
CURRENCY EQUIVALENTS.
(A)
THE ADMINISTRATIVE AGENT SHALL DETERMINE THE DOLLAR AMOUNT OF EACH
LOAN DENOMINATED IN AN ALTERNATIVE CURRENCY AND EACH L/C OBLIGATION IN RESPECT
OF LETTERS OF CREDIT DENOMINATED IN AN ALTERNATIVE CURRENCY (I) IN THE CASE OF
ANY EURO TERM LOAN, AS OF THE ORIGINAL CLOSING DATE AND (II) OTHERWISE, (A) AS
OF THE FIRST DAY OF EACH INTEREST PERIOD APPLICABLE THERETO AND (B) AS OF THE
END OF EACH FISCAL QUARTER OF THE BORROWER, AND SHALL PROMPTLY NOTIFY THE
BORROWER AND THE LENDERS OF EACH DOLLAR AMOUNT SO DETERMINED BY IT.
EACH SUCH
DETERMINATION SHALL BE