Alternate Currencies. (a) The Lead Borrower may from time to time request that Revolving Loans and/or Letters of Credit be issued (i) in respect of the US Borrower, in a currency other than Dollars and (ii) in respect of the Canadian Borrower, in a currency other than Canadian Dollars or Dollars; provided that (i) the requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars and (ii) any Existing Letter of Credit may be denominated in Canadian Dollars. In the case of any such request with respect to the making of Revolving Loans, such request shall be subject to the approval of the Administrative Agent and the Lenders, and, in the case of any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent, the Lenders and the applicable Issuing Bank. The approval of any Alternate Currency may be accompanied by changes to the timing of the delivery of Borrowing Requests, Interest Election Requests and Letter of Credit Request in respect to credit extensions in such Alternate Currency.
(b) Any such request shall be made to the Administrative Agent not later than 1:00 p.m. 10 Business Days prior to the date of the desired Credit Extension (or such other time or date as may be agreed by the Administrative Agent and, in the case of any such request pertaining to Letters of Credit, the relevant Issuing Bank in its sole discretion). In the case of any such request pertaining to Revolving Loans, the Administrative Agent shall promptly notify each Lender thereof and in the case of any such request pertaining to Letters of Credit, the Administrative Agent shall promptly notify the relevant Issuing Bank. Each such Lender (in the case of any such request pertaining to Revolving Loans) or the relevant Issuing Bank (in the case of a request pertaining to Letters of Credit) shall notify the Administrative Agent, not later than 1:00 p.m., five Business Days after receipt of such request whether it consents, in its sole discretion, to the making of Revolving Loans or the issuance of Letters of Credit in the requested currency.
(c) Any failure by any Lender or the relevant Issuing Bank, as the case may be, to respond to such request within the time period specified in the preceding clause (b) shall be deemed to be a refusal by such Lender or Issuing Bank, as the case may be, to permit Revolving Loans to be made or Letters of Credit to be issu...
Alternate Currencies. The principal of and interest on each Alternate Currency Loan shall be paid only in the applicable Currency for such Alternate Currency Loan.
Alternate Currencies. In respect of Facilities denominated in a particular currency (“Reference Currency”), where the Bank has agreed that the Customer may utilize the Facilities in a currency or currencies other than the Reference Currency (“Alternate Currency(ies)”):-
(a) utilization in Alternate Currencies is subject to the availability of funds and subject to the Customer giving to the Bank not less than three (3) Business Days prior to the date of drawing written notice of utilization specifying the amount and date of utilization;
(b) utilizations will be in the amount of the Alternate Currency converted from the Reference Currency at the Bank’s then prevailing rate of exchange on the date of utilization;
(c) if the sums outstanding under a Facility when aggregated and calculated in the Alternate Currency shall at any time exceed the amount of the Facility calculated in the Reference Currency, the Customer shall forthwith upon demand by the Bank repay the amount in excess thereof;
(d) the Bank’s calculations as to amounts outstanding and/or the rate of exchange used by the Bank for the purpose of conversion shall in the absence of manifest error be conclusive and binding upon the Customer;
(e) the Customer shall on demand promptly indemnify the Bank on a full indemnity basis against all losses, fees, costs and expenses incurred by it in liquidating or employing deposits in the relevant Alternate Currency acquired or contracted for by the Bank in order to fund each utilization, except for those resulting solely and directly from the Bank’s gross negligence, wilful misconduct or fraud.
Alternate Currencies. After the Closing Date, Borrowers may request that Letters of Credit and/or LC Guaranties be issued in any lawful currency other than Dollars that is at such time freely traded in the offshore interbank foreign exchange and foreign deposit market in which Bank customarily funds loans in currencies other than Dollars, by means of a written request received by Agent at least 7 Business Days prior to the issuance date for the Letter of Credit or LC Guaranty. Agent may accept or reject such request in the exercise of its sole discretion and shall promptly inform Borrowers thereof. If Agent accepts any such request, the currency designated shall be referred to as an "Agreed Alternate Currency". Notwithstanding the foregoing, any otherwise Agreed Alternate Currency shall automatically cease being an Agreed Alternate Currency at such time that, in Agent's determination, such currency could not reasonably be converted by Agent into Dollars within 3 Business Days. Upon any draw upon a Letter of Credit or LC Guaranty, the amount of such draw shall be immediately converted into Dollars in the manner provided in Section 1.6. All reserves against Availability relating to the LC Amount or LC Obligations shall be adjusted at a frequency determined by Agent (but no less frequently than monthly) on the basis of a xxxx-to-market conversion completed in the manner set forth in Section 1.6.
Alternate Currencies. At all times prior to the occurrence of a Default or Event of Default, any assignee hereunder shall certify upon acceptance of the assignment that it will make available to the Borrowers all Alternate Currencies specified in this Agreement on the terms and conditions set forth herein. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be subject to the obligations under and entitled to the benefits of Sections 3.01, 3.04, 3.05, and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, each Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.
Alternate Currencies. Notwithstanding anything to the contrary contained in any Loan Document, each payment (including each prepayment) of principal and interest on each Alternate Currency Loan shall be made solely in the Currency in which such Alternate Currency Loan is denominated.
Alternate Currencies. (a) The Borrowers may from time to time request that Letters of Credit be issued in a currency other than Dollars or a then-available Available Currency; provided that such requested currency is a lawful currency (other than Dollars or a then-available Available Currency) that is readily available and freely transferable and convertible into Dollars. Any such request shall be subject to the approval of the applicable Letter of Credit Issuers, in each case as set forth in Section 13.1.
(b) Any such request shall be made to the Administrative Agent not later than 11:00 a.m., ten Business Days prior to the date of the desired Credit Event (or such other time or date as may be agreed by the Administrative Agent and the relevant Letter of Credit Issuers, in their sole discretion). The Administrative Agent shall promptly notify the relevant Letter of Credit Issuers of any such request. Each relevant Letter of Credit Issuer shall notify the Administrative Agent (which notice may be sent by e-mail), not later than 11:00 a.m., five Business Days after receipt of such request whether it consents, in its sole discretion, to the issuance of Letters of Credit in such requested currency.
(c) Any failure by the relevant Letter of Credit Issuer to respond to such request within the time period specified in the preceding paragraph shall be deemed to be a refusal by such Letter of Credit Issuer to permit Letters of Credit to be issued in such requested currency. If the Administrative Agent and all the applicable Letter of Credit Issuers that would be obligated to make issue Letters of Credit denominated in such requested currency consent to issuing Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrowers, and such currency shall thereupon be deemed for all purposes to be an Available Currency with respect to Letters of Credit, and the Borrowers and the Administrative Agent shall be permitted (but not required) to amend this Agreement and the other Credit Documents as necessary to accommodate such Letters of Credit, in accordance with Section 13.1. If the Administrative Agent fails to obtain the requisite consent to any request for an additional currency under this Section 1.7, the Administrative Agent shall promptly so notify the Borrowers.
Alternate Currencies. If any change in currency controls or exchange regulations or any change in national or international financial, political or economic conditions are imposed in the country in which such currency is issued, and such change results in, in the reasonable opinion of the Agent (i) such currency no longer being readily available, freely transferable and convertible into Dollars, (ii) a Dollar Equivalent no longer being readily calculable with respect to such currency, (iii) such currency being impracticable for the Lenders to loan or (iv) such currency no longer being a currency in which the Required Lenders are willing to make Credit Events (each of clauses (i), (ii), (iii) and (iv), a “Disqualifying Event”), then the Agent shall promptly notify the Lenders and the Administrative Borrower, and such currency shall no longer be an Alternate Currency until such time as the Disqualifying Event(s) no longer exist. Within five (5) Business Days after receipt of such notice from the Agent, the Borrowers shall repay all Loans 192068782_9 denominated in such currency to which the Disqualifying Event(s) apply or convert such Loans into the Dollar Equivalent in Dollars, bearing interest at the Base Rate, subject to the other terms contained herein.
Alternate Currencies. 8.1 In this Clause, “Reference Currency” means the currency referred to in the Facility Letter in which the Facilities are denominated and “Alternate Currency” and “Alternate Currencies” mean a currency or currencies other than the Reference Currency.
Alternate Currencies. If the Administrative Agent notifies the Borrowing Agent at any time that the Dollar Equivalent of the aggregate amount of all Loans and Letter of Credit Obligations denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit, then within two (2) Business Days after receipt of such notice, the Borrowers shall prepay Loans or Cash Collateralize Letters of Credit in an aggregate amount sufficient to reduce such amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit.
