Currency Conversion. All payments under this Agreement or any other Loan Document shall be made in Dollars, except for Loans funded in any Foreign Currency, which shall be repaid, including interest thereon, in such Foreign Currency. If any payment by the Borrowers or the proceeds of any collateral shall be made in a currency other than the currency required hereunder, such amount shall be converted into the currency required hereunder at the rate determined by the Administrative Agent or the applicable L/C Issuer, as applicable, as the rate quoted by it in accordance with methods customarily used by such Person for such or similar purposes as the spot rate for the purchase by such Person of the required currency with the currency of actual payment through its principal foreign exchange trading office (including, in the case of the Administrative Agent, any Affiliate) at approximately 11:00 A.M. (local time at such office) two Business Days prior to the effective date of such conversion, provided that the Administrative Agent or the applicable L/C Issuer, as applicable, may obtain such spot rate from another financial institution actively engaged in foreign currency exchange if the Administrative Agent or the applicable L/C Issuer, as applicable, does not then have a spot rate for the required currency. The parties hereto hereby agree, to the fullest extent that they may effectively do so under applicable law, that (a) if for the purposes of obtaining any judgment or award it becomes necessary to convert from any currency other than the currency required hereunder into the currency required hereunder any amount in connection with the Obligations, then the conversion shall be made as provided above on the Business Day before the day on which the judgment or award is given, (b) in the event that there is a change in the applicable conversion rate prevailing between the Business Day before the day on which the judgment or award is given and the date of payment, the Borrowers will pay to the Administrative Agent, for the benefit of the Lenders, such additional amounts (if any) as may be necessary, and the Administrative Agent, on behalf of the Lenders, will pay to the Company such excess amounts (if any) as result from such change in the rate of exchange, to assure that the amount paid on such date is the amount in such other currency, which when converted at the conversion rate described herein on the date of payment, is the amount then due in the currency required hereunder, and (c) any amount due from the Borrowers under this Section 10.22 shall be due as a separate debt and shall not be affected by judgment or award being obtained for any other sum due.
Appears in 5 contracts
Samples: Revolving Credit Agreement (L3harris Technologies, Inc. /De/), Revolving Credit Agreement (Harris Corp /De/), Revolving Credit Agreement (Harris Corp /De/)
Currency Conversion. All payments Payments of principal and interest in respect of the Notes are payable in U.S. Dollars. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due under this Agreement or any other Loan Document Indenture to the Holder from U.S. dollars to another currency, the Company agrees, and each Holder by holding such Note shall be made in Dollars, except for Loans funded in any Foreign Currency, which shall be repaid, including interest thereon, in such Foreign Currency. If any payment by the Borrowers or the proceeds of any collateral shall be made in a currency other than the currency required hereunder, such amount shall be converted into the currency required hereunder at the rate determined by the Administrative Agent or the applicable L/C Issuer, as applicable, as the rate quoted by it in accordance with methods customarily used by such Person for such or similar purposes as the spot rate for the purchase by such Person of the required currency with the currency of actual payment through its principal foreign exchange trading office (including, in the case of the Administrative Agent, any Affiliate) at approximately 11:00 A.M. (local time at such office) two Business Days prior deemed to the effective date of such conversion, provided that the Administrative Agent or the applicable L/C Issuer, as applicable, may obtain such spot rate from another financial institution actively engaged in foreign currency exchange if the Administrative Agent or the applicable L/C Issuer, as applicable, does not then have a spot rate for the required currency. The parties hereto hereby agreeagreed, to the fullest extent that the Company and they may effectively do so under applicable lawso, that (a) if for the purposes rate of obtaining any judgment or award it becomes necessary to convert from any currency other than the currency required hereunder into the currency required hereunder any amount in connection with the Obligations, then the conversion exchange used shall be made as provided above that at which in accordance with normal banking procedures such Holder could purchase U.S. dollars with such other currency in New York City, New York on the Business Day before preceding the day on which the final judgment or award is given. The Company’s Obligations to any Holder will, notwithstanding any judgment in a currency (bthe “Judgment Currency”) in other than U.S. dollars, be discharged only to the event extent that there is a change in the applicable conversion rate prevailing between on the Business Day before following receipt by such Holder or the day on which Trustee, as the judgment case may be, of any amount in such Judgment Currency, such Holder may in accordance with normal banking procedures purchase U.S. dollars with the Judgment Currency. If the amount of the U.S. dollars so purchased is less than the amount originally to be paid to such Holder or award is given the Trustee in the Judgment Currency (as determined in the manner set forth in the preceding paragraph), as the case may be, the Company agrees, as a separate Obligation and notwithstanding any such judgment, to indemnify the Holder and the date of paymentTrustee, as the Borrowers will pay to case may be, against any such loss. If the Administrative Agent, for the benefit amount of the LendersU.S. dollars so purchased is more than the amount originally to be paid to such Holder or the Trustee, as the case may be, such additional amounts (if any) Holder or the Trustee, as the case may be necessarybe, and the Administrative Agent, on behalf of the Lenders, will shall pay to the Company such excess; provided that such Holder or the Trustee, as the case may be, shall not have any Obligation to pay any such excess if the Company shall have failed to pay such Holder or the Trustee any amounts (if any) as result from such change in the rate of exchange, to assure that the amount paid on such date is the amount in such other currency, which when converted at the conversion rate described herein on the date of payment, is the amount then due and payable under such Note or this Indenture, in which case such excess may be applied by such Holder or the currency required hereunder, and (c) any amount due from the Borrowers under this Section 10.22 shall be due as a separate debt and shall not be affected by judgment or award being obtained for any other sum dueTrustee to such Obligations.
Appears in 4 contracts
Samples: Indenture (Wheeler Real Estate Investment Trust, Inc.), Indenture (Wheeler Real Estate Investment Trust, Inc.), Indenture (Wheeler Real Estate Investment Trust, Inc.)
Currency Conversion. All payments under this Agreement or any other Loan Document shall be made in DollarsNotwithstanding anything to the contrary contained herein, except for Loans funded in any Foreign Currency, which shall be repaid, including interest thereon, in such Foreign Currency. If if any payment by the Borrowers or the proceeds of any collateral obligation shall be made in a currency other than the currency required hereunder, such amount shall be converted into the currency required hereunder at the rate determined by the Administrative Agent or the applicable L/C Issuer, as applicableAgent, as the rate quoted by it in accordance with methods customarily used by such Person the Administrative Agent for such or similar purposes as the spot rate for the purchase by such Person the Administrative Agent of the required currency with the currency of actual payment through its principal foreign exchange trading office (including, in the case of the Administrative Agent, any Affiliate) at approximately 11:00 A.M. a.m. (local time at such office) two Business Days prior to the effective date of such conversion, provided that the Administrative Agent or the applicable L/C Issuer, as applicable, may obtain such spot rate from another financial institution actively engaged in foreign currency exchange if the Administrative Agent or the applicable L/C Issuer, as applicable, does not then have a spot rate for the required currency. The parties hereto hereby agree, to the fullest extent that they may effectively do so under applicable law, that (a) if for the purposes of obtaining any judgment or award it becomes necessary to convert from any currency other than the currency required hereunder into the currency required hereunder any amount in connection with the Obligationsany obligation hereunder, then the conversion shall be made as provided above on the Business Day before the day on which the judgment or award is given, (b) in the event that there is a change in the applicable conversion rate prevailing between the Business Day before the day on which the judgment or award is given and the date of payment, the Borrowers Borrower will pay to the Administrative Agent, for the benefit of the Lenders, such additional amounts (if any) as may be necessary, and the Administrative Agent, on behalf of the Lenders, will pay to the Company Borrower such excess amounts (if any) as result from such change in the rate of exchange, to assure that the amount paid on such date is the amount in such other currency, which when converted at the conversion rate described herein on the date of payment, is the amount then due in the currency required hereunder, and (c) any amount due from the Borrowers Borrower under this Section 10.22 2.23 shall be due as a separate debt and shall not be affected by judgment or award being obtained for any other sum due.
Appears in 3 contracts
Samples: 5 Year Revolving Credit Agreement (NuStar Energy L.P.), 5 Year Revolving Credit Agreement (NuStar Energy L.P.), 5 Year Revolving Credit Agreement (NuStar GP Holdings, LLC)
Currency Conversion. All payments under this Agreement or any other Loan Document shall be made in Dollars, except for Loans funded reimbursement obligations with respect to Letters of Credit issued in any Foreign Specified Currency, which shall be repaid, including accrued interest thereon, in such Foreign Currencythe applicable currency. If any payment, whether through payment by the Borrowers any Loan Party or the proceeds of any collateral Collateral, shall be made in a currency other than the currency required hereunder, such amount shall be converted into the currency required hereunder at the rate determined by the Administrative Agent or the applicable L/C IssuerIssuing Bank, as applicable, as the rate quoted by it in accordance with methods customarily used by such Person for such or similar purposes as the spot rate for the purchase by such Person of the required currency with the currency of actual payment through its principal foreign exchange trading office (including, in the case of the Administrative Agent, any Affiliate) at approximately 11:00 A.M. a.m. (local time at such office) two Business Days prior to the effective date of such conversion, ; provided that the Administrative Agent or the applicable L/C Issuersuch Issuing Bank, as applicable, may obtain such spot rate from another financial institution actively engaged in foreign currency exchange if the Administrative Agent or the applicable L/C Issuersuch Issuing Bank, as applicable, does not then have a spot rate for the required currency. The For the avoidance of doubt, the parties hereto hereby agree, to affirm and agree that neither the fullest extent that they may effectively do so under applicable law, that (a) if for the purposes fixing of obtaining any judgment or award it becomes necessary to convert from any currency other than the currency required hereunder into the currency required hereunder any amount in connection with the Obligations, then the conversion shall be made as provided above on the Business Day before the day on which the judgment or award is given, (b) in the event that there is a change in the applicable conversion rate prevailing between the Business Day before the day on which the judgment or award is given and the date of payment, the Borrowers will pay to the Administrative Agent, for the benefit of the Lenders, such additional amounts (if any) as may be necessary, and the Administrative Agent, on behalf of the Lenders, will pay to the Company such excess amounts (if any) as result from such change in the rate of exchange, to assure that the amount paid on such date is the amount in such other currency, which when converted at the conversion rate described herein on of Pound Sterling against the date Euro as a single currency, in accordance with the applicable treaties establishing the European Economic Community and the European Union, as the case may be, in each case, as amended from time to time, nor the conversion of payment, is the amount then due in the currency required hereunder, and (c) reimbursement obligations with respect to applicable Letters of Credit under this Agreement from Pound Sterling into Euros will be a reason for early termination or revision of this Agreement or prepayment of any amount due from the Borrowers under this Section 10.22 Agreement or create any liability of any party hereto towards any other party hereto for any direct or consequential loss arising from any of these events. As of the date that Pound Sterling is no longer the lawful currency of the United Kingdom, all reimbursement obligations with respect to applicable Letters of Credit to be made in Pound Sterling under this Agreement shall be due as a separate debt and shall not be affected by judgment or award being obtained for any other sum duesatisfied in Euros.
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (Excelerate Energy, Inc.), Senior Secured Revolving Credit Agreement (Excelerate Energy, Inc.)
Currency Conversion. All payments under this Agreement or any and each other Loan Document shall be made in Dollars, except for Loans funded funded, or Reimbursement Obligations with respect to Letters of Credit issued, in any a Foreign Currency, which shall be repaid, including interest thereon, in such Foreign Currency. If the Borrower fails to make any payment by due hereunder that is required to be paid in a Foreign Currency, and the Borrowers Administrative Agent or the proceeds applicable Issuing Lender obtains funds in Dollars (through exercise of setoff rights or rights in respect of any collateral shall be made in a currency other than Collateral or otherwise) for application against such unpaid amounts, then the currency required hereunderAdministrative Agent or such Issuing Lender may, at its option (and the Borrower hereby irrevocably authorizes the Administrative Agent or such amount shall be converted Issuing Lender to), convert such funds into the currency Foreign Currency required hereunder at the rate determined by the Administrative Agent or the applicable L/C IssuerIssuing Lender, as applicable, as the rate quoted by it in accordance with methods customarily used by such Person for such or similar purposes as the spot rate for the purchase by such Person of the required currency with the currency of actual payment through its principal foreign exchange trading office (including, in the case of the Administrative Agent, any Affiliate) at approximately 11:00 A.M. (local time Local Time at such office) two Business Days prior to the effective date of such conversion; provided that, provided that the Administrative Agent or the applicable L/C IssuerIssuing Lender, as applicable, may obtain such spot rate from another financial institution actively engaged in foreign currency exchange if the Administrative Agent or the applicable L/C IssuerIssuing Lender, as applicable, does not then have a spot rate for the required currency. The parties hereto hereby agree, to the fullest extent that they may effectively do so under applicable law, that (ai) if for the purposes of obtaining any judgment or award it becomes necessary to convert from any currency other than the currency required hereunder into the currency required hereunder any amount in connection with the Obligations, then the conversion shall be made as provided above on the Business Day before the day on which the judgment or award is given, (bii) in the event that there is a change in the applicable conversion rate prevailing between the Business Day before the day on which the judgment or award is given and the date of payment, the Borrowers Borrower will pay to the Administrative Agent, for the benefit of the Lenders, such additional amounts (if any) as may be necessary, and the Administrative Agent, on behalf of the Lenders, will pay to the Company Borrower such excess amounts (if any) as result from such change in the rate of exchange, to assure that the amount paid on such date is the amount in such other currency, which when converted at the conversion rate described herein on the date of payment, is the amount then due in the currency required hereunder, and (ciii) any amount due from the Borrowers Borrower under this Section 10.22 10.20 shall be due as a separate debt and shall not be affected by judgment or award being obtained for any other sum due.
Appears in 2 contracts
Samples: Credit Agreement (Landstar System Inc), Credit Agreement (Landstar System Inc)
Currency Conversion. All payments under this Agreement or any other Loan Document shall be made in Dollars, except for Loans funded in any Foreign Currency, which shall be repaid, including interest thereon, in such Foreign Currency. If any payment by the Borrowers Borrower or the proceeds of any collateral shall be made in a currency other than the currency required hereunder, such amount shall be converted into the currency required hereunder at the rate determined by the Administrative Agent or the applicable L/C Issuer, as applicable, as the rate quoted by it in accordance with methods customarily used by such Person for such or similar purposes as the spot rate for the purchase by such Person of the required currency with the currency of actual payment through its principal foreign exchange trading office (including, in the case of the Administrative Agent, any Affiliate) at approximately 11:00 A.M. (local time at such office) two Business Days prior to the effective date of such conversion, provided that the Administrative Agent or the applicable L/C Issuer, as applicable, may obtain such spot rate from another financial institution actively engaged in foreign currency exchange if the Administrative Agent or the applicable L/C Issuer, as applicable, does not then have a spot rate for the required currency. The parties hereto hereby agree, to the fullest extent that they may effectively do so under applicable law, that (a) if for the purposes of obtaining any judgment or award it becomes necessary to convert from any currency other than the currency required hereunder into the currency required hereunder any amount in connection with the Obligations, then the conversion shall be made as provided above on the Business Day before the day on which the judgment or award is given, (b) in the event that there is a change in the applicable conversion rate prevailing between the Business Day before the day on which the judgment or award is given and the date of payment, the Borrowers Borrower will pay to the Administrative Agent, for the benefit of the Lenders, such additional amounts (if any) as may be necessary, and the Administrative Agent, on behalf of the Lenders, will pay to the Company Borrower such excess amounts (if any) as result from such change in the rate of exchange, to assure that the amount paid on such date is the amount in such other currency, which when converted at the conversion rate described herein on the date of payment, is the amount then due in the currency required hereunder, and (c) any amount due from the Borrowers Borrower under this Section 10.22 shall be due as a separate debt and shall not be affected by judgment or award being obtained for any other sum due.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Heico Corp), Revolving Credit Agreement (Heico Corp)
Currency Conversion. All payments of Obligations under this Agreement ------------------- Agreement, the Notes or any other Loan Credit Document shall be made in Dollars, except for Loans funded in any Foreign Currency, which shall be repaid, including interest thereon, in such Foreign Currency. If any payment of any Obligation, whether through payment by the Borrowers Borrower or the proceeds of any collateral collateral, shall be made in a currency other than the currency required hereunderDollars, such amount shall be converted into Dollars at the current market rate for the purchase of Dollars with the currency required hereunder at in which such obligation was paid, as quoted by the rate determined by Lender who is the Administrative Agent or the applicable L/C Issuer, as applicable, as the rate quoted by it in accordance with the methods customarily used by such Person Lender for such or similar purposes as the spot rate for the purchase by such Person of the required currency with the currency of actual payment through its principal foreign exchange trading office (including, in the case of the Administrative Agent, any Affiliate) at approximately 11:00 A.M. (local time at such office) two Business Days prior to the effective date of such conversion, provided that the Administrative Agent or the applicable L/C Issuer, as applicable, may obtain such spot rate from another financial institution actively engaged in foreign currency exchange if the Administrative Agent or the applicable L/C Issuer, as applicable, does not then have a spot rate for the required currencydetermination. The parties hereto hereby agree, to the fullest extent that they may effectively do so under applicable law, that (ai) if for the purposes of obtaining any judgment or award it becomes necessary to convert from any currency other than the currency required hereunder Dollars into the currency required hereunder Dollars any amount in connection with the Obligations, then the conversion shall be made as provided above on the Business Day before the day on which the judgment or award is given, (bii) in the event that there is a change in the applicable conversion rate of exchange prevailing between the Business Day before the day on which the judgment or award is given and the date of payment, the Borrowers Borrower will pay to the Administrative Agent, for the benefit of the Lenders, such additional amounts (if any) as may be necessary, and the Administrative Agent, on behalf of the Lenders, will pay to the Company Borrower such excess amounts (if any) as result from such change in the rate of exchange, to assure that the amount paid on such date is the amount in such other currency, which when converted at the conversion rate of exchange described herein on the date of payment, is the amount then due in the currency required hereunderDollars, and (ciii) any amount due from the Borrowers Borrower under this Section 10.22 10.18 shall be due as a separate debt and shall not be affected by judgment or award being obtained for any other sum due.
Appears in 2 contracts
Samples: 364 Day Credit Agreement (Transocean Inc), 364 Day Credit Agreement (Transocean Sedco Forex Inc)
Currency Conversion. All payments of Obligations under this Agreement Agreement, the Notes or any other Loan Credit Document shall be made in U.S. Dollars, except for Loans funded funded, or Reimbursement Obligations with respect to Letters of Credit issued, in any Foreign CurrencyEuros, Pounds, Australian Dollars, Canadian Dollars, Singapore Dollars or Kroner, which shall be repaid, including interest thereon, in such Foreign Currencythe applicable currency. If any payment of any Obligation, whether through payment by the Borrowers Borrower or the proceeds of any collateral collateral, shall be made in a currency other than the currency required hereunder, such amount shall be converted into the currency required hereunder at the rate determined by the Administrative Agent or the applicable L/C IssuerIssuing Bank, as applicable, as the rate quoted by it in accordance with methods customarily used by such Person for such or similar purposes as the spot rate for the purchase by such Person of the required currency with the currency of actual payment through its principal foreign exchange trading office (including, in the case of the Administrative Agent, any AffiliateSub-Agent) at approximately 11:00 A.M. (local time at such office) two Business Days prior to the effective date of such conversion, provided that the Administrative Agent or the applicable L/C Issuersuch Issuing Bank, as applicable, may obtain such spot rate from another financial institution actively engaged in foreign currency exchange if the Administrative Agent or the applicable L/C Issuersuch Issuing Bank, as applicable, does not then have a spot rate for the required currency. The parties hereto hereby agree, to the fullest extent that they may effectively do so under applicable law, that (ai) if for the purposes of obtaining any judgment or award it becomes necessary to convert from any currency other than the currency required hereunder into the currency required hereunder any amount in connection with the Obligations, then the conversion shall be made as provided above on the Business Day before the day on which the judgment or award is given, (bii) in the event that there is a change in the applicable conversion rate prevailing between the Business Day before the day on which the judgment or award is given and the date of payment, the Borrowers Borrower will pay to the Administrative Agent, for the benefit of the Lenders, such additional amounts (if any) as may be necessary, and the Administrative Agent, on behalf of the Lenders, will pay to the Company Borrower such excess amounts (if any) as result from such change in the rate of exchange, to assure that the amount paid on such date is the amount in such other currency, which when converted at the conversion rate described herein on the date of payment, is the amount then due in the currency required hereunder, and (ciii) any amount due from the Borrowers Borrower under this Section 10.22 10.18 shall be due as a separate debt and shall not be affected by judgment or award being obtained for any other sum due. For the avoidance of doubt, the parties affirm and agree that neither the fixing of the conversion rate of Pounds or Kroners against the Euro as a single currency, in accordance with the applicable treaties establishing the European Economic Community and the European Union, as the case may be, in each case, as amended from time to time, nor the conversion of the Obligations under this Agreement from Pounds or Kroners into Euros will be a reason for early termination or revision of this Agreement or prepayment of any amount due under this Agreement or create any liability of any party towards any other party for any direct or consequential loss arising from any of these events. As of the date that Pounds or Kroners are no longer the lawful currency of the United Kingdom or Norway, as the case may be, all funding and payment Obligations to be made in such affected currency under this Agreement shall be satisfied in Euros. If, in relation to the currency of any member state of the European Union that adopts the Euro as its lawful currency, the basis of accrual of interest expressed in this Agreement in respect of that currency shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided that if any Borrowing in the currency of such member state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Borrowing, at the end of the then current Interest Period.
Appears in 2 contracts
Samples: Five Year Revolving Credit Agreement (Transocean Inc), Five Year Revolving Credit Agreement (Transocean Inc)
Currency Conversion. All payments of Term Loan Obligations under this Agreement Agreement, the Term Loan Notes or any other Loan Credit Document shall be made in U.S. Dollars, except for Loans funded in any Foreign Currency, which shall be repaid, including interest thereon, in such Foreign Currency. If any payment of any Term Loan Obligation, whether through payment by the Borrowers any Credit Party or the proceeds of any collateral Collateral, shall be made in a currency other than the currency required hereunderU.S. Dollars, such amount shall be converted into the currency required hereunder U.S. Dollars at the rate determined by the Administrative Agent or the applicable L/C Issuer, as applicable, as the rate quoted by it in accordance with methods customarily used by such Person for such or similar purposes as the spot rate for the purchase by such Person of the required currency U.S. Dollars with the currency of actual payment through its principal foreign exchange trading office (including, in the case of the Administrative Agent, any Affiliatethe Sub-Agent) at approximately 11:00 A.M. (local time at such office) two (2) Business Days prior to the effective date of such conversion, provided that the Administrative Agent or the applicable L/C Issuer, as applicable, may obtain such spot rate from another financial institution actively engaged in foreign currency exchange if the Administrative Agent or the applicable L/C Issuer, as applicable, does not then have a spot rate for the required currency. The parties hereto hereby agree, to the fullest extent that they may effectively do so under applicable law, that (ai) if for the purposes of obtaining any judgment or award it becomes necessary to convert from any currency (other than the currency required hereunder U.S. Dollars) into the currency required hereunder U.S. Dollars any amount in connection with the Term Loan Obligations, then the conversion shall be made as provided above on the Business Day before the day on which the judgment or award is given, (bii) in the event that there is a change in the applicable conversion rate prevailing between the Business Day before the day on which the judgment or award is given and the date of payment, the Borrowers Borrower will pay to the Administrative Agent, for the benefit of the Lenders, such additional amounts (if any) as may be necessary, and the Administrative Agent, on behalf of the Lenders, will pay to the Company Borrower such excess amounts (if any) as result from such change in the rate of exchange, to assure that the amount paid on such date is the amount in such other currency, which when converted at the conversion rate described herein on the date of payment, is the amount then due in the currency required hereunderU.S. Dollars, and (ciii) any amount due from the Borrowers Borrower under this Section 10.22 11.17 shall be due as a separate debt and shall not be affected by judgment or award being obtained for any other sum due.
Appears in 2 contracts
Samples: Senior Secured Term Loan Agreement (Paragon Offshore PLC), Senior Secured Term Loan Agreement (Paragon Offshore Ltd.)
Currency Conversion. All payments of Obligations under this Agreement Agreement, the Notes or any other Loan Credit Document shall be made in U.S. Dollars, except for Loans funded Reimbursement Obligations with respect to Letters of Credit issued, in any Foreign Specified Currency, which shall be repaid, including interest thereon, in such Foreign Currencythe applicable currency. If any payment of any Obligation, whether through payment by the Borrowers any Credit Party or the proceeds of any collateral Collateral, shall be made in a currency other than the currency required hereunder, such amount shall be converted into the currency required hereunder at the rate determined by the Administrative Agent or the applicable L/C IssuerIssuing Bank, as applicable, as the rate quoted by it in accordance with methods customarily used by such Person for such or similar purposes as the spot rate for the purchase by such Person of the required currency with the currency of actual payment through its principal foreign exchange trading office (including, in the case of the Administrative Agent, any Affiliatethe Sub-Agent) at approximately 11:00 A.M. (local time at such office) two (2) Business Days prior to the effective date of such conversion, provided that the Administrative Agent or the applicable L/C Issuersuch Issuing Bank, as applicable, may obtain such spot rate from another financial institution actively engaged in foreign currency exchange if the Administrative Agent or the applicable L/C Issuersuch Issuing Bank, as applicable, does not then have a spot rate for the required currency. The parties hereto hereby agree, to the fullest extent that they may effectively do so under applicable law, that (ai) if for the purposes of obtaining any judgment or award it becomes necessary to convert from any currency other than the currency required hereunder into the currency required hereunder any amount in connection with the Obligations, then the conversion shall be made as provided above on the Business Day before the day on which the judgment or award is given, (bii) in the event that there is a change in the applicable conversion rate prevailing between the Business Day before the day on which the judgment or award is given and the date of payment, the Borrowers will pay to the Administrative Agent, for the benefit of the Lenders, such additional amounts (if any) as may be necessary, and the Administrative Agent, on behalf of the Lenders, will pay to the Company applicable Borrower such excess amounts (if any) as result from such change in the rate of exchange, to assure that the amount paid on such date is the amount in such other currency, which when converted at the conversion rate described herein on the date of payment, is the amount then due in the currency required hereunder, and (ciii) any amount due from the Borrowers a Borrower under this Section 10.22 11.17 shall be due as a separate debt and shall not be affected by judgment or award being obtained for any other sum due. For the avoidance of doubt, the parties affirm and agree that neither the fixing of the conversion rate of Pounds against the Euro as a single currency, in accordance with the applicable treaties establishing the European Economic Community and the European Union, as the case may be, in each case, as amended from time to time, nor the conversion of the Obligations under this Agreement from Pounds into Euros will be a reason for early termination or revision of this Agreement or prepayment of any amount due under this Agreement or create any liability of any party towards any other party for any direct or consequential loss arising from any of these events. As of the date that Pounds are no longer the lawful currency of the United Kingdom, all funding and payment Obligations to be made in such affected currency under this Agreement shall be satisfied in Euros.
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (Paragon Offshore Ltd.), Senior Secured Revolving Credit Agreement (Noble Corp PLC)
Currency Conversion. All payments under this Agreement or any other Loan Document shall be made in Dollars, except for Loans funded Reimbursement Obligations with respect to Letters of Credit issued in any Foreign CurrencyAcceptable Currency other than Dollars, which shall be repaid, including interest thereon, in such Foreign Acceptable Currency. If any payment by the Borrowers Borrower or the proceeds of any collateral shall be made in a currency other than the currency required hereunder, such amount shall be converted into the currency required hereunder at the rate reasonably determined by the Administrative Agent or the applicable L/C IssuerIssuing Bank, as applicable, as the rate quoted by it in accordance with methods customarily used by such Person for such or similar purposes as the spot rate for the purchase by such Person of the required currency with the currency of actual payment through its principal foreign exchange trading office (including, in the case of the Administrative Agent, any Affiliate) at approximately 11:00 A.M. (local time at such office) two Business Days prior to the effective date of such conversion, provided provided, that the Administrative Agent or the applicable L/C IssuerIssuing Bank, as applicable, may obtain such spot rate from another financial institution actively engaged in foreign currency exchange if the Administrative Agent or the applicable L/C IssuerIssuing Bank, as applicable, does not then have a spot rate for the required currency. The parties hereto hereby agree, to the fullest extent that they may effectively do so under applicable law, that (ai) if for the purposes of obtaining any judgment or award it becomes necessary to convert from any currency other than the currency required hereunder into the currency required hereunder any amount in connection with the Obligations, then the conversion shall be made as provided above on the Business Day before the day on which the judgment or award is given, (bii) in the event that there is a change in the applicable conversion rate prevailing between the Business Day before the day on which the judgment or award is given and the date of payment, the Borrowers Borrower will pay to the Administrative Agent, for the benefit of the Issuing Banks and Lenders, such additional amounts (if any) as may be necessary, and the Administrative Agent, on behalf of the Lenders, will pay to the Company such excess amounts (if any) as result from such change in the rate of exchange, necessary to assure that the amount paid on such date is the amount in such other currency, which when converted at the conversion rate described herein on the date of payment, is the amount then due in the currency required hereunder, and (ciii) any amount due from the Borrowers Borrower under this Section 10.22 10.16 shall be due as a separate debt and shall not be affected by judgment or award being obtained for any other sum due.
Appears in 2 contracts
Samples: Revolving Credit and Term Loan Agreement (Healthways, Inc), Revolving Credit and Term Loan Agreement (Healthways, Inc)
Currency Conversion. All payments of Obligations under this Agreement Agreement, the Notes or any other Loan Credit Document shall be made in U.S. Dollars, except for Loans funded funded, or Reimbursement Obligations with respect to Letters of Credit issued, in any Foreign CurrencyEuros, Pounds, Australian Dollars, Canadian Dollars, Singapore Dollars or Kroner, which shall be repaid, including interest thereon, in such Foreign Currencythe applicable currency. If any payment of any Obligation, whether through payment by the Borrowers any Credit Party or the proceeds of any collateral collateral, shall be made in a currency other than the currency required hereunder, such amount shall be converted into the currency required hereunder at the rate determined by the Administrative Agent or the applicable L/C IssuerIssuing Bank, as applicable, as the rate quoted by it in accordance with methods customarily used by such Person for such or similar purposes as the spot rate for the purchase by such Person of the required currency with the currency of actual payment through its principal foreign exchange trading office (including, in the case of the Administrative Agent, any Affiliatethe Sub-Agent) at approximately 11:00 A.M. (local time at such office) two Business Days prior to the effective date of such conversion, provided that the Administrative Agent or the applicable L/C IssuerIssuing Bank, as applicable, may obtain such spot rate from another financial institution actively engaged in foreign currency exchange if the Administrative Agent or the applicable L/C IssuerIssuing Bank, as applicable, does not then have a spot rate for the required currency. The parties hereto hereby agree, to the fullest extent that they may effectively do so under applicable law, that (ai) if for the purposes of obtaining any judgment or award it becomes necessary to convert from any currency other than the currency required hereunder into the currency required hereunder any amount in connection with the Obligations, then the conversion shall be made as provided above on the Business Day before the day on which the judgment or award is given, (bii) in the event that there is a change in the applicable conversion rate prevailing between the Business Day before the day on which the judgment or award is given and the date of payment, the Borrowers Company will pay (or cause the applicable Designated Borrower to pay) to the Administrative Agent, for the benefit of the Lenders, such additional amounts (if any) as may be necessary, and the Administrative Agent, on behalf of the Lenders, will pay to the Company applicable Borrower such excess amounts (if any) as result from such change in the rate of exchange, to assure that the amount paid on such date is the amount in such other currency, which when converted at the conversion rate described herein on the date of payment, is the amount then due in the currency required hereunder, and (ciii) any amount due from the Borrowers a Borrower under this Section 10.22 10.18 shall be due as a separate debt and shall not be affected by judgment or award being obtained for any other sum due. For the avoidance of doubt, the parties affirm and agree that neither the fixing of the conversion rate of Pounds or Kroners against the Euro as a single currency, in accordance with the applicable treaties establishing the European Economic Community and the European Union, as the case may be, in each case, as amended from time to time, nor the conversion of the Obligations under this Agreement from Pounds or Kroners into Euros will be a reason for early termination or revision of this Agreement or prepayment of any amount due under this Agreement or create any liability of any party towards any other party for any direct or consequential loss arising from any of these events. As of the date that Pounds or Kroners are no longer the lawful currency of the United Kingdom or Norway, as the case may be, all funding and payment Obligations to be made in such affected currency under this Agreement shall be satisfied in Euros. If, in relation to the currency of any member state of the European Union that adopts the Euro as its lawful currency, the basis of accrual of interest expressed in this Agreement in respect of that currency shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided that if any Borrowing in the currency of such member state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Borrowing, at the end of the then current Interest Period.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Noble Corp / Switzerland), Revolving Credit Agreement (Noble Corp)
Currency Conversion. All payments of Obligations under this Agreement Agreement, the Notes or any other Loan Credit Document shall be made in U.S. Dollars, except for Loans funded funded, or Reimbursement Obligations with respect to Letters of Credit issued, in any Foreign CurrencyAlternative Currencies, which shall be repaid, including interest thereon, in the applicable Alternative Currency (such Foreign applicable Alternative Currency so required for payment of such Obligations referred to as the “Obligation Currency”). If the Borrower fails to make any payment by due hereunder for any Obligation that is payable in any Alternative Currency, and the Borrowers Administrative Agent or the proceeds applicable Issuing Bank obtains funds in Dollars (through exercise of any collateral shall be made setoff rights or rights in a currency other than respect of Collateral) for application against such unpaid Obligations, then the currency required hereunderAdministrative Agent or such Issuing Bank may, at its option (and the Borrower hereby irrevocably authorizes the Administrative Agent or such amount shall be converted Issuing Bank to), convert such funds into the currency required hereunder applicable Obligation Currency at the rate determined by the Administrative Agent or the applicable L/C Issuersuch Issuing Bank, as applicable, as the rate quoted by it in accordance with methods customarily used by such Person for such or similar purposes as the spot rate for the purchase by such Person of the required currency such Obligation Currency with the currency of actual payment through its or its Affiliate’s principal foreign exchange trading office (including, in the case of the Administrative Agent, any Affiliate) at approximately 11:00 A.M. (local time at such office) two Business Days prior to the effective date of such conversion, provided that the Administrative Agent or the applicable L/C Issuersuch Issuing Bank, as applicable, may obtain such spot rate from another financial institution actively engaged in foreign currency exchange if the Administrative Agent or the applicable L/C Issuersuch Issuing Bank, as applicable, does not then have a spot rate for the required currencyapplicable Obligation Currency. The parties hereto hereby agree, to the fullest extent that they may effectively do so under applicable law, that (ai) if for the purposes of obtaining any judgment or award it becomes necessary to convert from any currency other than the currency required hereunder applicable Obligation Currency into the currency required hereunder applicable Obligation Currency any amount in connection with the Obligations, then the conversion shall be made as provided above on the Business Day before the day on which the judgment or award is given, (bii) in the event that there is a change in the applicable conversion rate prevailing between the Business Day before the day on which the judgment or award is given and the date of payment, the Borrowers Borrower will pay to the Administrative Agent, for the benefit of the Lenders, such additional amounts (if any) as may be necessary, and the Administrative Agent, on behalf of the Lenders, will pay to the Company Borrower such excess amounts (if any) ), as result from such change in the rate of exchange, to assure that the amount paid on such date is the amount in such other currency, which when converted at the conversion rate described herein on the date of payment, is the amount then due in the currency required hereunderapplicable Obligation Currency, and (ciii) any amount due from the Borrowers Borrower under this Section 10.22 10.18 shall be due as a separate debt and shall not be affected by judgment or award being obtained for any other sum due. For the avoidance of doubt, the parties affirm and agree that neither the fixing of the conversion rate of Sterling against the Euro as a single currency, in accordance with the applicable treaties establishing the European Economic Community and the European Union, as the case may be, in each case, as amended from time to time, nor the conversion of the Obligations under this Agreement from Sterling into Euros will be a reason for early termination or revision of this Agreement or prepayment of any amount due under this Agreement or create any liability of any party towards any other party for any direct or consequential loss arising from any of these events. As of the date that Sterling is no longer the lawful currency of the United Kingdom, all funding and payment Obligations to be made in such affected currency under this Agreement shall be satisfied in Euros. If, in relation to the currency of any member state of the European Union that adopts the Euro as its lawful currency, the basis of accrual of interest expressed in this Agreement in respect of that currency shall be inconsistent with any convention or practice in the London or European interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided that if any Borrowing in the currency of such member state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Borrowing, at the end of the then current Interest Period.
Appears in 2 contracts
Samples: Credit Agreement (Transocean Ltd.), Credit Agreement (Transocean Ltd.)
Currency Conversion. All payments under (a) If, for the purpose of obtaining judgment in any court in any jurisdiction with respect to this Agreement or any other Loan Document shall be made in DollarsDocument, except for Loans funded in any Foreign Currency, which shall be repaid, including interest thereon, in such Foreign Currency. If any payment by the Borrowers or the proceeds of any collateral shall be made in a currency other than the currency required hereunder, such amount shall be converted into the currency required hereunder at the rate determined by the Administrative Agent or the applicable L/C Issuer, as applicable, as the rate quoted by it in accordance with methods customarily used by such Person for such or similar purposes as the spot rate for the purchase by such Person of the required currency with the currency of actual payment through its principal foreign exchange trading office (including, in the case of the Administrative Agent, any Affiliate) at approximately 11:00 A.M. (local time at such office) two Business Days prior to the effective date of such conversion, provided that the Administrative Agent or the applicable L/C Issuer, as applicable, may obtain such spot rate from another financial institution actively engaged in foreign currency exchange if the Administrative Agent or the applicable L/C Issuer, as applicable, does not then have a spot rate for the required currency. The parties hereto hereby agree, to the fullest extent that they may effectively do so under applicable law, that (a) if for the purposes of obtaining any judgment or award it becomes necessary to convert from into the currency of such jurisdiction (herein called the “Judgment Currency”) any amount due hereunder in any currency other than the currency required hereunder into the currency required hereunder any amount in connection with the ObligationsJudgment Currency, then the conversion shall be made as provided above at the rate of exchange prevailing on the Business Day before the day on which the judgment or award is given. For this purpose, (b) “rate of exchange” means the rate at which the Administrative Agent would be prepared on the relevant date, to sell the currency of the amount due hereunder in New York, New York against the Judgment Currency. In the event that there is a change in the applicable conversion rate of exchange prevailing between the Business Day before the day on which the judgment or award is given and the date of payment of the amount due, the Borrower will, on the date of payment, the Borrowers will pay to the Administrative Agent, for the benefit of the Lenders, such additional amounts (if any) as may be necessary, and the Administrative Agent, on behalf of the Lenders, will pay necessary to the Company such excess amounts (if any) as result from such change in the rate of exchange, to assure ensure that the amount paid on such date is the amount in such other currencythe Judgment Currency which, which when converted at the conversion rate described herein of exchange prevailing on the date of payment, is the amount then due under this Agreement or any other Credit Documents in the currency required hereunder, and (c) any Dollars. Any additional amount due from the Borrowers under this Section 10.22 shall will be due as a separate debt and shall not be affected by judgment or award being obtained for any other sum duesums due or in respect of this Agreement.
(b) Except as otherwise provided in Section 12.15(c) of this Agreement, if in connection with the determination by the Borrower or any other Person, as to whether such Person is in compliance with any provision hereof, it is required that financial information or other computations otherwise denominated in any currency other than Dollars needs to be converted to Dollars, then such conversion shall be made at the rate of exchange prevailing on the applicable “as of”, “as at” or “effective” date of such financial information or other computation. For this purpose, unless otherwise specified herein, “rate of exchange” means the rate at which the Administrative Agent would be prepared to sell Dollars in exchange for the applicable amount of such other currency.
(c) Notwithstanding the provisions of Section 12.15(b) this Agreement, in connection with its preparation of any Compliance Certificate or other calculations to determine compliance with the provisions of Sections 9.14, 9.15, 9.16, and 9.17 of this Agreement in respect of any fiscal period, all currency conversions from amounts denominated in a currency other than Dollars shall be converted to Dollars pursuant to a methodology acceptable to the Administrative Agent.
Appears in 2 contracts
Samples: Uncommitted Revolving Credit Agreement (Tesoro Corp /New/), Uncommitted Revolving Credit Agreement (Tesoro Corp /New/)
Currency Conversion. All payments under this Agreement or any other Loan Document shall be made in DollarsNotwithstanding anything to the contrary contained herein, except for Loans funded in any Foreign Currency, which shall be repaid, including interest thereon, in such Foreign Currency. If if any payment by the Borrowers or the proceeds of any collateral obligation shall be made in a currency other than the currency required hereunder, such amount shall be converted into the currency required hereunder at the rate determined by the Administrative Agent or the applicable L/C Issuer, as applicableAgent, as the rate quoted by it in accordance with methods customarily used by such Person the Administrative Agent for such or similar purposes as the spot rate for the purchase by such Person the Administrative Agent of the required currency with the currency of actual payment through its principal foreign exchange trading office (including, in the case of the Administrative Agent, any Affiliate) at approximately 11:00 A.M. a.m. (local time at such office) two Business Days prior to the effective date of such conversion, provided that the Administrative Agent or the applicable L/C Issuer, as applicable, may obtain such spot rate from another financial institution actively engaged in foreign currency exchange if the Administrative Agent or the applicable L/C Issuer, as applicable, does not then have a spot rate for the required currency. The parties hereto hereby agree, to the fullest extent that they may effectively do so under applicable law, that (a) if for the purposes of obtaining any judgment or award it becomes necessary to convert from any currency other than the currency required hereunder into the currency required hereunder any amount in connection with the Obligationsany obligation hereunder, then the conversion shall be made as provided above on the Business Day before the day on which the judgment or award is given, (b) in the event that there is a change in the applicable conversion rate prevailing between the Business Day before the day on which the judgment or award is given and the date of payment, the Borrowers Borrower will pay to the Administrative Agent, for the benefit of the Lenders, such additional amounts (if any) as may be necessary, and the Administrative Agent, on behalf of the Lenders, will pay to the Company Borrower such excess amounts (if any) as result from such change in the rate of exchange, to assure that the amount paid on such date is the amount in such other currency, which when converted at the conversion rate described herein on the date of payment, is the amount then due in the currency required hereunder, and (c) any amount due from the Borrowers Borrower under this Section 10.22 2.22 shall be due as a separate debt and shall not be affected by judgment or award being obtained for any other sum due.”
Appears in 2 contracts
Samples: 5 Year Revolving Credit Agreement (Valero L P), 5 Year Revolving Credit Agreement (Valero Gp Holdings LLC)
Currency Conversion. All payments of Obligations under this Agreement Agreement, the Notes or any other Loan Credit Document shall be made in U.S. Dollars, except for Loans funded in any Foreign Currency, which shall be repaid, including interest thereon, in such Foreign Currency. If any payment of any Obligation, whether through payment by the Borrowers any Credit Party or the proceeds of any collateral Collateral, shall be made in a currency other than the currency required hereunder, such amount shall be converted into the currency required hereunder at the rate determined by the Administrative Agent or the applicable L/C IssuerIssuing Bank, as applicable, as the rate quoted by it in accordance with methods customarily used by such Person for such or similar purposes as the spot rate for the purchase by such Person of the required currency with the currency of actual payment through its principal foreign exchange trading office (including, in the case of the Administrative Agent, any Affiliatethe Sub-Agent) at approximately 11:00 A.M. (local time at such office) two (2) Business Days prior to the effective date of such conversion, provided that the Administrative Agent or the applicable L/C Issuersuch Issuing Bank, as applicable, may obtain such spot rate from another financial institution actively engaged in foreign currency exchange if the Administrative Agent or the applicable L/C Issuersuch Issuing Bank, as applicable, does not then have a spot rate for the required currency. The parties hereto hereby agree, to the fullest extent that they may effectively do so under applicable law, that (ai) if for the purposes of obtaining any judgment or award it becomes necessary to convert from any currency other than the currency required hereunder into the currency required hereunder any amount in connection with the Obligations, then the conversion shall be made as provided above on the Business Day before the day on which the judgment or award is given, (bii) in the event that there is a change in the applicable conversion rate prevailing between the Business Day before the day on which the judgment or award is given and the date of payment, the Borrowers Borrower will pay to the Administrative Agent, for the benefit of the Lenders, such additional amounts (if any) as may be necessary, and the Administrative Agent, on behalf of the Lenders, will pay to the Company Borrower such excess amounts (if any) as result from such change in the rate of exchange, to assure that the amount paid on such date is the amount in such other currency, which when converted at the conversion rate described herein on the date of payment, is the amount then due in the currency required hereunder, and (ciii) any amount due from the Borrowers Borrower under this Section 10.22 11.17 shall be due as a separate debt and shall not be affected by judgment or award being obtained for any other sum due.
Appears in 2 contracts
Samples: Credit Agreement (Seacor Holdings Inc /New/), Credit Agreement (Seacor Holdings Inc /New/)
Currency Conversion. All payments of Obligations under this Agreement or any other Loan Credit Document shall be made in Dollars, except for Loans funded Letter of Credit Liabilities with respect to Letters of Credit issued in any Foreign CurrencyApproved Currency other than Dollars, which shall be repaid, including interest thereon, in such Foreign other Approved Currency. If any payment of any Obligation, whether through payment by the Borrowers any Credit Party or the proceeds of any collateral Collateral, shall be made in a currency other than the currency required hereunderan Approved Currency, such amount shall be converted into the currency required hereunder an Approved Currency at the rate determined by the Administrative Agent or the applicable L/C Issuer, as applicable, Letter of Credit Issuer as the rate quoted by it in accordance with methods customarily used by such Person the Letter of Credit Issuer for such or similar purposes as the spot rate for the purchase by such Person the Letter of Credit Issuer of the required currency Approved Currency with the currency of actual payment through its principal foreign exchange trading office (including, in the case of the Administrative Agent, any Affiliate) at approximately 11:00 A.M. (local time at such office) two Business Days prior to the effective date of such conversion, provided that the Administrative Agent or the applicable L/C Issuer, as applicable, Letter of Credit Issuer may obtain such spot rate from another financial institution actively engaged in foreign currency exchange if the Administrative Agent or the applicable L/C Issuer, as applicable, Letter of Credit Issuer does not then have a spot rate for the required currencyApproved Currency. The parties hereto hereby agree, to the fullest extent that they may effectively do so under applicable law, that (ai) if for the purposes of obtaining any judgment or award it becomes necessary to convert from any currency other than the currency required hereunder an Approved Currency into the currency required hereunder an Approved Currency any amount in connection with the Obligations, then the conversion shall be made as provided above on the Business Day before the day on which the judgment or award is given, (bii) in the event that there is a change in the applicable conversion rate prevailing between the Business Day before the day on which the judgment or award is given and the date of payment, the Borrowers Cameron will pay to the Administrative Agent, for the benefit Letter of the Lenders, Credit Issuer such additional amounts (if any) as may be necessary, and the Administrative Agent, on behalf Letter of the Lenders, Credit Issuer will pay to the Company Cameron such excess amounts (if any) as result from such change in the rate of exchange, to assure that the amount paid on such date is the amount in such other currency, which when converted at the conversion rate described herein on the date of payment, is the amount then due in the currency required hereunderan Approved Currency, and (ciii) any amount due from the Borrowers Cameron under this Section 10.22 8.21 shall be due as a separate debt and shall not be affected by judgment or award being obtained for any other sum due.
Appears in 2 contracts
Samples: Continuing Agreement for Letters of Credit (Cameron International Corp), Continuing Agreement for Letters of Credit (Cameron International Corp)
Currency Conversion. All payments under this Agreement or any other Loan Document shall be made in Dollars, except for Loans funded funded, or Reimbursement Obligations with respect to Letters of Credit issued, in any a Foreign Currency, which shall be repaid, including interest thereon, in such Foreign Currency. If any payment by the Borrowers Borrower or the proceeds of any collateral collateral, shall be made in a currency other than the currency required hereunder, such amount shall be converted into the currency required hereunder at the rate determined by the Administrative Agent or the applicable L/C IssuerIssuing Lender, as applicable, as the rate quoted by it in accordance with methods customarily used by such Person for such or similar purposes as the spot rate for the purchase by such Person of the required currency with the currency of actual payment through its principal foreign exchange trading office (including, in the case of the Administrative Agent, any Affiliate) at approximately 11:00 A.M. (local time Local Time at such office) two Business Days prior to the effective date of such conversion; provided that, provided that the Administrative Agent or the applicable L/C IssuerIssuing Lender, as applicable, may obtain such spot rate from another financial institution actively engaged in foreign currency exchange if the Administrative Agent or the applicable L/C IssuerIssuing Lender, as applicable, does not then have a spot rate for the required currency. The parties hereto hereby agree, to the fullest extent that they may effectively do so under applicable law, that (ai) if for the purposes of obtaining any judgment or award it becomes necessary to convert from any currency other than the currency required hereunder into the currency required hereunder any amount in connection with the Obligations, then the conversion shall be made as provided above on the Business Day before the day on which the judgment or award is given, (bii) in the event that there is a change in the applicable conversion rate prevailing between the Business Day before the day on which the judgment or award is given and the date of payment, the Borrowers Borrower will pay to the Administrative Agent, for the benefit of the Lenders, such additional amounts (if any) as may be necessary, and the Administrative Agent, on behalf of the Lenders, will pay to the Company Borrower such excess amounts (if any) as result from such change in the rate of exchange, to assure that the amount paid on such date is the amount in such other currency, which when converted at the conversion rate described herein on the date of payment, is the amount then due in the currency required hereunder, and (ciii) any amount due from the Borrowers Borrower under this Section 10.22 10.20 shall be due as a separate debt and shall not be affected by judgment or award being obtained for any other sum due.
Appears in 1 contract
Currency Conversion. All payments of Obligations under this Agreement Agreement, the Notes or any other Loan Credit Document shall be made in U.S. Dollars, except for Loans funded Reimbursement Obligations with respect to Letters of Credit issued in any Foreign Specified Currency, which which, subject to Section 3.2, shall be repaid, including interest thereon, in such Foreign Currencythe applicable currency. If any payment of any Obligation, whether through payment by the Borrowers any Credit Party or the proceeds of any collateral Collateral, shall be made in a currency other than the currency required hereunder, such amount shall be converted into the currency required hereunder at the rate determined by the Administrative Agent or the applicable L/C IssuerIssuing Bank, as applicable, as the rate quoted by it in accordance with methods customarily used by such Person for such or similar purposes as the spot rate for the purchase by such Person of the required currency with the currency of actual payment through its principal foreign exchange trading office (including, in the case of the Administrative Agent, any Affiliate) at approximately 11:00 A.M. a.m. (local time at such office) two Business Days prior to the effective date of such conversion, ; provided that the Administrative Agent or the applicable L/C Issuersuch Issuing Bank, as applicable, may obtain such spot rate from another financial institution actively engaged in foreign currency exchange if the Administrative Agent or the applicable L/C Issuersuch Issuing Bank, as applicable, does not then have a spot rate for the required currency. The parties hereto hereby agree, to the fullest extent that they may effectively do so under applicable law, that (a) if for the purposes of obtaining any judgment or award it becomes necessary to convert from any currency other than the currency required hereunder into the currency required hereunder any amount in connection with the Obligations, then the conversion shall be made as provided above on the Business Day before the day on which the judgment or award is given, (b) in the event that there is a change in the applicable conversion rate prevailing between the Business Day before the day on which the judgment or award is given and the date of payment, the Borrowers Borrower will pay to the Administrative Agent, for the benefit of the Lenders, such additional amounts (if any) as may be necessary, and the Administrative Agent, on behalf of the Lenders, will pay to the Company Borrower such excess amounts (if any) as result from such change in the rate of exchange, to assure that the amount paid on such date is the amount in such other currency, which when converted at the conversion rate described herein on the date of payment, is the amount then due in the currency required hereunder, hereunder and (c) any amount due from the Borrowers a Borrower under this Section 10.22 11.19 shall be due as a separate debt and shall not be affected by judgment or award being obtained for any other sum due.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Seadrill LTD)
Currency Conversion. All payments of Obligations under this Agreement Agreement, the Notes or any other Loan Credit Document shall be made in U.S. Dollars, except for Loans funded Reimbursement Obligations with respect to Letters of Credit issued in any Foreign CurrencyAlternative Currencies, which shall be repaid, including interest thereon, in the applicable Alternative Currency (such Foreign applicable Alternative Currency so required for payment of such Obligations referred to as the “Obligation Currency”). If the Borrower fails to make any payment by due hereunder for any Obligation that is payable in any Alternative Currency, and the Borrowers applicable Issuing Bank obtains funds in Dollars (through exercise of setoff rights or rights in respect of Collateral) for application against such unpaid Obligations, then such Issuing Bank may, at its option (and the proceeds of any collateral shall be made in a currency other than the currency required hereunderBorrower hereby irrevocably authorizes such Issuing Bank to), convert such amount shall be converted funds into the currency required hereunder applicable Obligation Currency at the rate determined by the Administrative Agent or the applicable L/C Issuer, as applicable, such Issuing Bank as the rate quoted by it in accordance with methods customarily used by such Person for such or similar purposes as the spot rate for the purchase by such Person of the required currency such Obligation Currency with the currency of actual payment through its or its Affiliate’s principal foreign exchange trading office (including, in the case of the Administrative Agent, any Affiliate) at approximately 11:00 A.M. (local time at such office) two Business Days prior to the effective date of such conversion, provided that the Administrative Agent or the applicable L/C Issuer, as applicable, such Issuing Bank may obtain such spot rate from any recognized currency exchange rate reporting service or from another financial institution actively engaged in foreign currency exchange if the Administrative Agent or the applicable L/C Issuer, as applicable, such Issuing Bank does not then have a spot rate for the required currencyapplicable Obligation Currency. The parties hereto hereby agree, to the fullest extent that they may effectively do so under applicable law, that (ai) if for the purposes of obtaining any judgment or award it becomes necessary to convert from any currency other than the currency required hereunder applicable Obligation Currency into the currency required hereunder applicable Obligation Currency any amount in connection with the Obligations, then the conversion shall be made as provided above on the Business Day before the day on which the judgment or award is given, (bii) in the event that there is a change in the applicable conversion rate prevailing between the Business Day before the day on which the judgment or award is given and the date of payment, the Borrowers Borrower will pay to the Administrative Agent, for the benefit of the Lenders, such additional amounts (if any) as may be necessary, and the Administrative Agent, on behalf of the Lenders, will pay to the Company Borrower such excess amounts (if any) ), as result from such change in the rate of exchange, to assure that the amount paid on such date is the amount in such other currency, which when converted at the conversion rate described herein on the date of payment, is the amount then due in the currency required hereunderapplicable Obligation Currency, and (ciii) any amount due from the Borrowers Borrower under this Section 10.22 10.18 shall be due as a separate debt and shall not be affected by judgment or award being obtained for any other sum due. For the avoidance of doubt, the parties affirm and agree that neither the fixing of the conversion rate of Sterling against the Euro as a single currency, in accordance with the applicable treaties establishing the European Economic Community and the European Union, as the case may be, in each case, as amended from time to time, nor the conversion of the Obligations under this Agreement from Sterling into Euros will be a reason for early termination or revision of this Agreement or prepayment of any amount due under this Agreement or create any liability of any party towards any other party for any direct or consequential loss arising from any of these events. As of the date that Sterling is no longer the lawful currency of the United Kingdom, all funding and payment Obligations to be made in such affected currency under this Agreement shall be satisfied in Euros. If, in relation to the currency of any member state of the European Union that adopts the Euro as its lawful currency, the basis of accrual of interest expressed in this Agreement in respect of that currency shall be inconsistent with any convention or practice in the London or European interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency. Except as set forth in Section 7.4, notwithstanding anything to the contrary contained herein, any deposits to or payments from any accounts held by the Collateral Agent shall be only in U.S. Dollars.
Appears in 1 contract
Samples: Credit Agreement (Transocean Ltd.)
Currency Conversion. All payments of Obligations under ------------------- this Agreement Agreement, the Notes or any other Loan Credit Document shall be made in Dollars, except for Loans funded funded, or Reimbursement Obligations with respect to Letters of Credit issued, in any Foreign CurrencyEuros, Pounds, Australian Dollars, Canadian Dollars, Singapore Dollars or Kroner, which shall be repaid, including interest thereon, in such Foreign Currencythe applicable currency. If any payment of any Obligation, whether through payment by the Borrowers Borrower or the proceeds of any collateral collateral, shall be made in a currency other than the currency required hereunder, such amount shall be converted into the currency required hereunder at the current market spot rate determined for the purchase of the currency required hereunder with the currency in which such obligation was paid, as quoted by the Lender who is the Administrative Agent or the applicable L/C Issuer, as applicable, as the rate quoted by it in accordance with the methods customarily used by such Person Lender for such or similar purposes as the spot rate for the purchase by such Person of the required currency with the currency of actual payment through its principal foreign exchange trading office (including, in the case of the Administrative Agent, any Affiliate) at approximately 11:00 A.M. (local time at such office) two Business Days prior to the effective date of such conversion, provided that the Administrative Agent or the applicable L/C Issuer, as applicable, may obtain such spot rate from another financial institution actively engaged in foreign currency exchange if the Administrative Agent or the applicable L/C Issuer, as applicable, does not then have a spot rate for the required currencydetermination. The parties hereto hereby agree, to the fullest extent that they may effectively do so under applicable law, that (ai) if for the purposes of obtaining any judgment or award it becomes necessary to convert from any currency other than the currency required hereunder into the currency required hereunder any amount in connection with the Obligations, then the conversion shall be made as provided above on the Business Day before the day on which the judgment or award is given, (bii) in the event that there is a change in the applicable conversion rate of exchange prevailing between the Business Day before the day on which the judgment or award is given and the date of payment, the Borrowers Borrower will pay to the Administrative Agent, for the benefit of the Lenders, such additional amounts (if any) as may be necessary, and the Administrative Agent, on behalf of the Lenders, will pay to the Company Borrower such excess amounts (if any) as result from such change in the rate of exchange, to assure that the amount paid on such date is the amount in such other currency, which when converted at the conversion rate of exchange described herein on the date of payment, is the amount then due in the currency required hereunder, and (ciii) any amount due from the Borrowers Borrower under this Section 10.22 10.18 shall be due as a separate debt and shall not be affected by judgment or award being obtained for any other sum due. For the avoidance of doubt, the parties affirm and agree that neither the fixing of the conversion rate of Pounds or Kroners against the Euro as a single currency, in accordance with the applicable treaties establishing the European Economic Community and the European Union, as the case may be, in each case, as amended from time to time, nor the conversion of the Obligations under this Agreement from Pounds or Kroners into Euros will be a reason for early termination or revision of this Agreement or prepayment of any amount due under this Agreement or create any liability of any party towards any other party for any direct or consequential loss arising from any of these events. As of the date that Pounds or Kroners are no longer the lawful currency of the United Kingdom or Norway, as the case may be, all funding and payment Obligations to be made in such affected currency under this Agreement shall be satisfied in Euros. If, in relation to the currency of any member state of the European Union that adopts the Euro as its lawful currency, the basis of accrual of interest expressed in this Agreement in respect of that currency shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency;provided that if any Borrowing in the currency of such member state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Borrowing, at the end of the then current Interest Period.
Appears in 1 contract
Currency Conversion. All payments of Obligations under this Agreement Agreement, the Notes or any other Loan Credit Document shall be made in U.S. Dollars, except for Loans funded Reimbursement Obligations with respect to Letters of Credit issued in any Foreign Specified Currency, which shall be repaid, including interest thereon, in such Foreign Currencythe applicable currency. If any payment of any Obligation, whether through payment by the Borrowers any Credit Party or the proceeds of any collateral Collateral, shall be made in a currency other than the currency required hereunder, such amount shall be converted into the currency required hereunder at the rate determined by the Administrative Agent or the applicable L/C IssuerIssuing Bank, as applicable, as the rate quoted by it in accordance with methods customarily used by such Person for such or similar purposes as the spot rate for the purchase by such Person of the required currency with the currency of actual payment through its principal foreign exchange trading office (including, in the case of the Administrative Agent, any Affiliate) at approximately 11:00 A.M. a.m. (local time at such office) two Business Days prior to the effective date of such conversion, provided that the Administrative Agent or the applicable L/C Issuersuch Issuing Bank, as applicable, may obtain such spot rate from another financial institution actively engaged in foreign currency exchange if the Administrative Agent or the applicable L/C Issuersuch Issuing Bank, as applicable, does not then have a spot rate for the required currency. The parties hereto hereby agree, to the fullest extent that they may effectively do so under applicable law, that (ai) if for the purposes of obtaining any judgment or award it becomes necessary to convert from any currency other than the currency required hereunder into the currency required hereunder any amount in connection with the Obligations, then the conversion shall be made as provided above on the Business Day before the day on which the judgment or award is given, (bii) in the event that there is a change in the applicable conversion rate prevailing between the Business Day before the day on which the judgment or award is given and the date of payment, the Borrowers Company will pay to the Administrative Agent, for the benefit of the Lenders, such additional amounts (if any) as may be necessary, and the Administrative Agent, on behalf of the Lenders, will pay to the Company such excess amounts (if any) as result from such change in the rate of exchange, to assure that the amount paid on such date is the amount in such other currency, which when converted at the conversion rate described herein on the date of payment, is the amount then due in the currency required hereunder, and (ciii) any amount due from the Borrowers Company under this Section 10.22 11.19 shall be due as a separate debt and shall not be affected by judgment or award being obtained for any other sum due. For the avoidance of doubt, the parties affirm and agree that neither the fixing of the conversion rate of Pound Sterling against the Euro as a single currency, in accordance with the applicable treaties establishing the European Economic Community and the European Union, as the case may be, in each case, as amended [Senior Secured Revolving Credit Agreement] from time to time, nor the conversion of the Obligations under this Agreement from Pound Sterling into Euros will be a reason for early termination or revision of this Agreement or prepayment of any amount due under this Agreement or create any liability of any party towards any other party for any direct or consequential loss arising from any of these events. As of the date that Pound Sterling are no longer the lawful currency of the United Kingdom, all funding and payment Obligations to be made in such affected currency under this Agreement shall be satisfied in Euros.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Valaris LTD)
Currency Conversion. All payments under this Agreement or any other Loan Document shall be made in Dollars, except for Loans funded Reimbursement Obligations with respect to Letters of Credit issued in any Foreign CurrencyAcceptable Currency other than Dollars, which shall be repaid, including interest thereon, in such Foreign Acceptable Currency. If any payment by the Borrowers Borrower or the proceeds of any collateral shall be made in a currency other than the currency required hereunder, such amount shall be converted into the currency required hereunder at the rate reasonably determined by the Administrative Agent or the applicable L/C IssuerIssuing Bank, as applicable, as the rate quoted by it in accordance with methods customarily used by such Person for such or similar purposes as the spot rate for the purchase by such Person of the required currency with the currency of actual payment through its principal foreign exchange trading office (including, in the case of the Administrative Agent, any Affiliate) at approximately 11:00 A.M. (local time at such office) two Business Days prior to the effective date of such conversion, provided provided, that the Administrative Agent or the applicable L/C IssuerIssuing Bank, as applicable, may obtain such spot rate from another financial institution actively engaged in foreign currency exchange if the Administrative Agent or the applicable L/C IssuerIssuing Bank, as applicable, does not then have a spot rate for the required currency. The parties hereto hereby agree, to the fullest extent that they may effectively do so under applicable law, that (ai) if for the purposes of obtaining any judgment or award it becomes necessary to convert from any currency other than the currency required hereunder into the currency required hereunder any amount in connection with the Obligations, then the conversion shall be made as provided above on the Business Day before the day on which the judgment or award is given, (bii) in the event that there is a change in the applicable conversion rate prevailing between the Business Day before the day on which the judgment or award is given and the date of payment, the Borrowers Borrower will pay to the Administrative Agent, for the benefit of the Issuing Banks and Lenders, such additional amounts (if any) as may be necessary, and the Administrative Agent, on behalf of the Lenders, will pay to the Company such excess amounts (if any) as result from such change in the rate of exchange, necessary to assure that the amount paid on such date is the amount in such other currencycurrency that, which when converted at the conversion rate described herein on the date of payment, is the amount then due in the currency required hereunder, and (ciii) any amount due from the Borrowers Borrower under this Section 10.22 10.15 shall be due as a separate debt and shall not be affected by judgment or award being obtained for any other sum due.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Tivity Health, Inc.)
Currency Conversion. All payments under this Agreement or any other Loan Document shall be made in Dollars, except for Loans funded funded, or Reimbursement Obligations with respect to Letters of Credit issued, in any Foreign CurrencyEuros, which shall be repaid, including interest thereon, in such Foreign CurrencyEuros. If any payment by the Borrowers Borrower or the proceeds of any collateral collateral, shall be made in a currency other than the currency required hereunder, such amount shall be converted into the currency required hereunder at the rate determined by the Administrative Agent or the applicable L/C IssuerIssuing Bank, as applicable, as the rate quoted by it in accordance with methods customarily used by such Person for such or similar purposes as the spot rate for the purchase by such Person of the required currency with the currency of actual payment through its principal foreign exchange trading office (including, in the case of the Administrative Agent, any Affiliate) at approximately 11:00 A.M. (local time at such office) two Business Days prior to the effective date of such conversion, provided that the Administrative Agent or the applicable L/C IssuerIssuing Bank, as applicable, may obtain such spot rate from another financial institution actively engaged in foreign currency exchange if the Administrative Agent or the applicable L/C IssuerIssuing Bank, as applicable, does not then have a spot rate for the required currency. The parties hereto hereby agree, to the fullest extent that they may effectively do so under applicable law, that (ai) if for the purposes of obtaining any judgment or award it becomes necessary to convert from any currency other than the currency required hereunder into the currency required hereunder any amount in connection with the Obligations, then the conversion shall be made as provided above on the Business Day before the day on which the judgment or award is given, (bii) in the event that there is a change in the applicable conversion rate prevailing between the Business Day before the day on which the judgment or award is given and the date of payment, the Borrowers Borrower will pay to the Administrative Agent, for the benefit of the Lenders, such additional amounts (if any) as may be necessary, and the Administrative Agent, on behalf of the Lenders, will pay to the Company Borrower such excess amounts (if any) as result from such change in the rate of exchange, to assure that the amount paid on such date is the amount in such other currency, which when converted at the conversion rate described herein on the date of payment, is the amount then due in the currency required hereunder, and (ciii) any amount due from the Borrowers Borrower under this Section 10.22 10.15 shall be due as a separate debt and shall not be affected by judgment or award being obtained for any other sum due.
Appears in 1 contract
Currency Conversion. All payments of Obligations under this Agreement Agreement, the Notes or any other Loan Document shall be made in Dollars, except for Loans funded in any a Foreign Currency, which shall be repaid, including interest thereon, in such the applicable Foreign Currency. If any payment by the Borrowers or the proceeds of any collateral Obligation shall be made in a currency other than the currency required hereunder, such amount shall be converted into the currency required hereunder at the current market rate determined for the purchase of the currency required hereunder with the currency in which such Obligation was paid, as quoted by the Administrative Agent or the applicable L/C Issuer, as applicable, as the rate quoted by it in accordance with the methods customarily used by such Person the Administrative Agent for such or similar purposes as the spot rate for the purchase by such Person of the required currency with the currency of actual payment through its principal foreign exchange trading office (including, in the case of the Administrative Agent, any Affiliate) at approximately 11:00 A.M. (local time at such office) two Business Days prior to the effective date of such conversion, provided that the Administrative Agent or the applicable L/C Issuer, as applicable, may obtain such spot rate from another financial institution actively engaged in foreign currency exchange if the Administrative Agent or the applicable L/C Issuer, as applicable, does not then have a spot rate for the required currencydetermination. The parties hereto hereby agree, to the fullest extent that they may effectively do so under applicable law, that (ai) if for the purposes of obtaining any judgment or award it becomes necessary to convert from any currency other than the currency required hereunder into the currency required hereunder any amount in connection with the Obligations, then the conversion shall be made as provided above on the Business Day before the day on which the judgment or award is given, (bii) in the event that there is a change in the applicable conversion rate of exchange prevailing between the Business Day before the day on which the judgment or award is given and the date of payment, the Borrowers Borrower (or any Designated Borrower) will pay to the Administrative Agent, for the benefit of the Lenders, such additional amounts (if any) as may be necessary, and the Administrative Agent, on behalf of the Lenders, will pay to the Company Borrower (or any Designated Borrower) such excess amounts (if any) as result from such change in the rate of exchange, to assure that the amount paid on such date is the amount in such other currency, which when converted at the conversion rate of exchange described herein on the date of payment, is the amount then due in the currency required hereunder, and (ciii) any amount due from the Borrowers Borrower (or any Designated Borrower) under this Section 10.22 10.13 shall be due as a separate debt and shall not be affected by judgment or award being obtained for any other sum due. For the avoidance of doubt, the parties affirm and agree that neither the fixation of the conversion rate of any Foreign Currency against the Euro as a single currency, in accordance with the Treaty Establishing the European Economic Community, as amended by the Treaty on the European Union (The Masstricht Treaty), nor the conversion of the Obligations under this Agreement from any Foreign Currency into Euros will be a reason for early termination or revision of this Agreement or repayment of any amount due under this Agreement or create any liability of any party towards any other party for any direct or consequential loss arising from any of these events. As of the date that any Foreign Currency is no longer the lawful currency of its respective country, all funding and payment Obligations to be made in such affected currency under this Agreement shall be satisfied in Euros. If, in relation to the currency of any member state of the European Union that adopts the Euro as its lawful currency, the basis of accrual of interest expressed in this Agreement in respect to that currency shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided that if any Borrowing in the currency of such member state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Borrowing, at the end of the then current Interest Period.
Appears in 1 contract
Currency Conversion. All payments of Obligations under this Agreement ------------------- Agreement, the Notes or any other Loan Credit Document shall be made in Dollars, except for Loans funded in any Foreign Currency, which shall be repaid, including interest thereon, in such Foreign Currency. If any payment of any Obligation, whether through payment by the Borrowers Borrower or the proceeds of any collateral collateral, shall be made in a currency other than the currency required hereunderDollars, such amount shall be converted into Dollars at the current market rate for the purchase of Dollars with the currency required hereunder at the rate determined in which such obligation was paid, as quoted by the Administrative Lender who is the Syndication Agent or the applicable L/C Issuer, as applicable, as the rate quoted by it in accordance with the methods customarily used by such Person Lender for such or similar purposes as the spot rate for the purchase by such Person of the required currency with the currency of actual payment through its principal foreign exchange trading office (including, in the case of the Administrative Agent, any Affiliate) at approximately 11:00 A.M. (local time at such office) two Business Days prior to the effective date of such conversion, provided that the Administrative Agent or the applicable L/C Issuer, as applicable, may obtain such spot rate from another financial institution actively engaged in foreign currency exchange if the Administrative Agent or the applicable L/C Issuer, as applicable, does not then have a spot rate for the required currencydetermination. The parties hereto hereby agree, to the fullest extent that they may effectively do so under applicable law, that (ai) if for the purposes of obtaining any judgment or award it becomes necessary to convert from any currency other than the currency required hereunder Dollars into the currency required hereunder Dollars any amount in connection with the Obligations, then the conversion shall be made as provided above on the Business Day before the day on which the judgment or award is given, (bii) in the event that there is a change in the applicable conversion rate of exchange prevailing between the Business Day before the day on which the judgment or award is given and the date of payment, the Borrowers Borrower will pay to the Administrative Syndication Agent, for the benefit of the Lenders, such additional amounts (if any) as may be necessary, and the Administrative Syndication Agent, on behalf of the Lenders, will pay to the Company Borrower such excess amounts (if any) as result from such change in the rate of exchange, to assure that the amount paid on such date is the amount in such other currency, which when converted at the conversion rate of exchange described herein on the date of payment, is the amount then due in the currency required hereunderDollars, and (ciii) any amount due from the Borrowers Borrower under this Section 10.22 10.18 shall be due as a separate debt and shall not be affected by judgment or award being obtained for any other sum due.
Appears in 1 contract
Samples: 364 Day Bridge Credit Agreement (Transocean Sedco Forex Inc)
Currency Conversion. All payments of Obligations ------------------- under this Agreement Agreement, the Notes or any other Loan Document shall be made in Dollars, except for Loans funded in any a Foreign Currency, which shall be repaid, including interest thereon, in such the applicable Foreign Currency. If any payment by the Borrowers or the proceeds of any collateral Obligation shall be made in a currency other than the currency required hereunder, such amount shall be converted into the currency required hereunder at the current market rate determined for the purchase of the currency required hereunder with the currency in which such Obligation was paid, as quoted by the Administrative Agent or the applicable L/C Issuer, as applicable, as the rate quoted by it in accordance with the methods customarily used by such Person the Administrative Agent for such or similar purposes as the spot rate for the purchase by such Person of the required currency with the currency of actual payment through its principal foreign exchange trading office (including, in the case of the Administrative Agent, any Affiliate) at approximately 11:00 A.M. (local time at such office) two Business Days prior to the effective date of such conversion, provided that the Administrative Agent or the applicable L/C Issuer, as applicable, may obtain such spot rate from another financial institution actively engaged in foreign currency exchange if the Administrative Agent or the applicable L/C Issuer, as applicable, does not then have a spot rate for the required currencydetermination. The parties hereto hereby agree, to the fullest extent that they may effectively do so under applicable law, that (ai) if for the purposes of obtaining any judgment or award it becomes necessary to convert from any currency other than the currency required hereunder into the currency required hereunder any amount in connection with the Obligations, then the conversion shall be made as provided above on the Business Day before the day on which the judgment or award is given, (bii) in the event that there is a change in the applicable conversion rate of exchange prevailing between the Business Day before the day on which the judgment or award is given and the date of payment, the Borrowers Borrower (or any Designated Borrower) will pay to the Administrative Agent, for the benefit of the Lenders, such additional amounts (if any) as may be necessary, and the Administrative Agent, on behalf of the Lenders, will pay to the Company Borrower (or any Designated Borrower) such excess amounts (if any) as result from such change in the rate of exchange, to assure that the amount paid on such date is the amount in such other currency, which when converted at the conversion rate of exchange described herein on the date of payment, is the amount then due in the currency required hereunder, and (ciii) any amount due from the Borrowers Borrower (or any Designated Borrower) under this Section 10.22 10.13 shall be due as a separate debt and shall not be affected by ------------- judgment or award being obtained for any other sum due. For the avoidance of doubt, the parties affirm and agree that neither the fixation of the conversion rate of any Foreign Currency against the Euro as a single currency, in accordance with the Treaty Establishing the European Economic Community, as amended by the Treaty on the European Union (The Masstricht Treaty), nor the conversion of the Obligations under this Agreement from any Foreign Currency into Euros will be a reason for early termination or revision of this Agreement or repayment of any amount due under this Agreement or create any liability of any party towards any other party for any direct or consequential loss arising from any of these events. As of the date that any Foreign Currency is no longer the lawful currency of its respective country, all funding and payment Obligations to be made in such affected currency under this Agreement shall be satisfied in Euros. If, in relation to the currency of any member state of the European Union that adopts the Euro as its lawful currency, the basis of accrual of interest expressed in this Agreement in respect to that currency shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided that if any Borrowing in the currency of such member state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Borrowing, at the end of the then current Interest Period.
Appears in 1 contract
Currency Conversion. All payments of Obligations under this Agreement or any other Loan Credit Document shall be made in U.S. Dollars, except for Loans funded Letter of Credit Liabilities with respect to Letters of Credit issued in any Foreign Currencycurrency other than Dollars, which shall be repaid, including interest thereon, in such Foreign other Approved Currency. If any payment of any Obligation, whether through payment by the Borrowers any Applicants or the proceeds of any collateral collateral, shall be made in a currency other than the currency required hereunder, such amount shall be converted into the currency required hereunder at the rate determined by the Administrative Agent or the applicable L/C Issuer, as applicable, Letter of Credit Issuer as the rate quoted by it in accordance with methods customarily used by such Person the Letter of Credit Issuer for such or similar purposes as the spot rate for the purchase by such Person the Letter of Credit Issuer of the required currency with the currency of actual payment through its principal foreign exchange trading office (including, in the case of the Administrative Agent, any Affiliate) at approximately 11:00 A.M. (local time at such office) two Business Days prior to the effective date of such conversion, provided that the Administrative Agent or the applicable L/C Issuer, as applicable, Letter of Credit Issuer may obtain such spot rate from another financial institution actively engaged in foreign currency exchange if the Administrative Agent or the applicable L/C Issuer, as applicable, Letter of Credit Issuer does not then have a spot rate for the required currency. The parties hereto hereby agree, to the fullest extent that they may effectively do so under applicable law, that (ai) if for the purposes of obtaining any judgment or award it becomes necessary to convert from any currency other than the currency required hereunder into the currency required hereunder any amount in connection with the Obligations, then the conversion shall be made as provided above on the Business Day before the day on which the judgment or award is given, (bii) in the event that there is a change in the applicable conversion rate prevailing between the Business Day before the day on which the judgment or award is given and the date of payment, the Borrowers Cameron will pay to the Administrative Agent, for the benefit Letter of the Lenders, Credit Issuer such additional amounts (if any) as may be necessary, and the Administrative Agent, on behalf Letter of the Lenders, Credit Issuer will pay to the Company Cameron such excess amounts (if any) as result from such change in the rate of exchange, to assure that the amount paid on such date is the amount in such other currency, which when converted at the conversion rate described herein on the date of payment, is the amount then due in the currency required hereunder, and (ciii) any amount due from the Borrowers Cameron under this Section 10.22 7.21 shall be due as a separate debt and shall not be affected by judgment or award being obtained for any other sum due.
Appears in 1 contract
Samples: Continuing Agreement for Letters of Credit (Cameron International Corp)
Currency Conversion. All payments of Obligations under this Agreement Agreement, the Notes or any other Loan Credit Document shall be made in U.S. Dollars, except for Loans funded funded, or Reimbursement Obligations with respect to Letters of Credit issued, in any Foreign CurrencyEuros, Pounds, Australian Dollars, Canadian Dollars, Singapore Dollars or Kroner, which shall be repaid, including interest thereon, in such Foreign Currencythe applicable currency. If any payment of any Obligation, whether through payment by the Borrowers Borrower or the proceeds of any collateral collateral, shall be made in a currency other than the currency required hereunder, such amount shall be converted into the currency required hereunder at the rate determined by the Administrative Agent or the applicable L/C IssuerIssuing Bank, as applicable, as the rate quoted by it in accordance with methods customarily used by such Person for such or similar purposes as the spot rate for the purchase by such Person of the required currency with the currency of actual payment through its principal foreign exchange trading office (including, in the case of the Administrative Agent, any Affiliatethe Sub-Agent) at approximately 11:00 A.M. (local time at such office) two Business Days prior to the effective date of such conversion, provided that the Administrative Agent or the applicable L/C IssuerIssuing Bank, as applicable, may obtain such spot rate from another financial institution actively engaged in foreign currency exchange if the Administrative Agent or the applicable L/C IssuerIssuing Bank, as applicable, does not then have a spot rate for the required currency. The parties hereto hereby agree, to the fullest extent that they may effectively do so under applicable law, that (ai) if for the purposes of obtaining any judgment or award it becomes necessary to convert from any currency other than the currency required hereunder into the currency required hereunder any amount in connection with the Obligations, then the conversion shall be made as provided above on the Business Day before the day on which the judgment or award is given, (bii) in the event that there is a change in the applicable conversion rate prevailing between the Business Day before the day on which the judgment or award is given and the date of payment, the Borrowers Borrower will pay to the Administrative Agent, for the benefit of the Lenders, such additional amounts (if any) as may be necessary, and the Administrative Agent, on behalf of the Lenders, will pay to the Company Borrower such excess amounts (if any) as result from such change in the rate of exchange, to assure that the amount paid on such date is the amount in such other currency, which when converted at the conversion rate described herein on the date of payment, is the amount then due in the currency required hereunder, and (ciii) any amount due from the Borrowers Borrower under this Section 10.22 10.18 shall be due as a separate debt and shall not be affected by judgment or award being obtained for any other sum due. For the avoidance of doubt, the parties affirm and agree that neither the fixing of the conversion rate of Pounds or Kroners against the Euro as a single currency, in accordance with the applicable treaties establishing the European Economic Community and the European Union, as the case may be, in each case, as amended from time to time, nor the conversion of the Obligations under this Agreement from Pounds or Kroners into Euros will be a reason for early termination or revision of this Agreement or prepayment of any amount due under this Agreement or create any liability of any party towards any other party for any direct or consequential loss arising from any of these events. As of the date that Pounds or Kroners are no longer the lawful currency of the United Kingdom or Norway, as the case may be, all funding and payment Obligations to be made in such affected currency under this Agreement shall be satisfied in Euros. If, in relation to the currency of any member state of the European Union that adopts the Euro as its lawful currency, the basis of accrual of interest expressed in this Agreement in respect of that currency shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided that if any Borrowing in the currency of such member state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Borrowing, at the end of the then current Interest Period.
Appears in 1 contract
Currency Conversion. All payments of Obligations under this Agreement Agreement, the Notes or any other Loan Credit Document shall be made in U.S. Dollars, except for Loans funded in any Foreign Currency, which . Any currency conversion calculation made pursuant to this Agreement shall be repaid, including interest thereon, in such Foreign Currency. If any payment by the Borrowers or the proceeds of any collateral shall be made in a currency other than the currency required hereunder, such amount shall be converted into the currency required hereunder at the rate determined by the Administrative Agent or the applicable L/C Issuer, as applicable, as the rate quoted by it in accordance with methods customarily used by such Person the Administrative Agent for such or similar purposes as the spot rate for the purchase by the Administrative Agent of such Person of the required currency with the currency of actual payment through its or its Affiliate’s principal foreign exchange trading office (including, in the case of the Administrative Agent, any Affiliate) at approximately 11:00 A.M. (local time at such office) two Business Days prior to the effective date of such conversionconversion calculation, provided that the Administrative Agent or the applicable L/C Issuer, as applicable, may obtain such spot rate from another financial institution actively engaged in foreign currency exchange if the Administrative Agent or the applicable L/C Issuer, as applicable, does not then have a spot rate for the required applicable currency. The parties hereto hereby agree, to the fullest extent that they may effectively do so under applicable law, that (ai) if for the purposes of obtaining any judgment or award it becomes necessary to convert from any currency other than the applicable currency required hereunder into the applicable currency required hereunder any amount in connection with the Obligations, then the conversion shall be made as provided above on the Business Day before the day on which the judgment or award is given, (bii) in the event that there is a change in the applicable conversion rate prevailing between the Business Day before the day on which the judgment or award is given and the date of payment, the Borrowers Borrower will pay to the Administrative Agent, for the benefit of the Lenders, such additional amounts (if any) as may be necessary, and the Administrative Agent, on behalf of the Lenders, will pay to the Company Borrower such excess amounts (if any) ), as result from such change in the rate of exchange, to assure that the amount paid on such date is the amount in such other currency, which when converted at the conversion rate described herein on the date of payment, is the amount then due in the currency required hereunderapplicable currency, and (ciii) any amount due from the Borrowers Borrower under this Section 10.22 10.18 shall be due as a separate debt and shall not be affected by judgment or award being obtained for any other sum due.
Appears in 1 contract
Samples: Credit Agreement (Transocean Ltd.)
Currency Conversion. All payments of Obligations under this Agreement Agreement, the Notes or any other Loan Credit Document shall be made in U.S. Dollars, except for Loans funded Reimbursement Obligations with respect to Letters of Credit issued in any Foreign Specified Currency, which shall be repaid, including interest thereon, in such Foreign Currencythe applicable currency. If any payment of any Obligation, whether through payment by the Borrowers any Credit Party or the proceeds of any collateral collateral, shall be made in a currency other than the currency required hereunder, such amount shall be converted into the currency required hereunder at the rate determined by the Administrative Agent or the applicable L/C IssuerIssuing Bank, as applicable, as the rate quoted by it in accordance with methods customarily used by such Person for such or similar purposes as the spot rate for the purchase by such Person of the required currency with the currency of actual payment through its principal foreign exchange trading office (including, in the case of the Administrative Agent, any Affiliate) at approximately 11:00 A.M. a.m. (local time at such office) two Business Days prior to the effective date of such conversion, provided that the Administrative Agent or the applicable L/C Issuersuch Issuing Bank, as applicable, may obtain such spot rate from another financial institution actively engaged in foreign currency exchange if the Administrative Agent or the applicable L/C Issuersuch Issuing Bank, as applicable, does not then have a spot rate for the required currency. The parties hereto hereby agree, to the fullest extent that they may effectively do so under applicable law, that (ai) if for the purposes of obtaining any judgment or award it becomes necessary to convert from any currency other than the currency required hereunder into the currency required hereunder any amount in connection with the Obligations, then the conversion shall be made as provided above on the Business Day before the day on which the judgment or award is given, (bii) in the event that there is a change in the applicable conversion rate prevailing between the Business Day before the day on which the judgment or award is given and the date of payment, the Borrowers Company will pay (or cause the applicable Designated Borrower to pay) to the Administrative Agent, for the benefit of the Lenders, such additional amounts (if any) as may be necessary, and the Administrative Agent, on behalf of the Lenders, will pay to the Company applicable Borrower such excess amounts (if any) as result from such change in the rate of exchange, to assure that the amount paid on such date is the amount in such other currency, which when converted at the conversion rate described herein on the date of payment, is the amount then due in the currency required hereunder, and (ciii) any amount due from the Borrowers a Borrower under this Section 10.22 10.18 shall be due as a separate debt and shall not be affected by judgment or award being obtained for any other sum due. For the avoidance of doubt, the parties affirm and agree that neither the fixing of the conversion rate of Pound Sterling against the Euro as a single currency, in accordance with the applicable treaties establishing the European Economic Community and the European Union, as the case may be, in each case, as amended from time to time, nor the conversion of the Obligations under this Agreement from Pound Sterling into Euros will be a reason for early termination or revision of this Agreement or prepayment of any amount due under this Agreement or create any liability of any party towards any other party for any direct or consequential loss arising from any of these events. As of the date that Pound Sterling are no longer the lawful currency of the United Kingdom, all funding and payment Obligations to be made in such affected currency under this Agreement shall be satisfied in Euros.
Appears in 1 contract
Currency Conversion. All payments under this Agreement or any other Loan Document shall be made in Dollars, except for Loans funded in any Foreign Currency, which shall be repaid, including interest thereon, in such Foreign Currency. If any payment by the Borrowers Borrower or the proceeds of any collateral shall be made in a currency other than the currency required hereunder, such amount shall be converted into the currency required hereunder at the rate determined by the Administrative Agent or the applicable L/C Issuer, as applicable, as the rate quoted by it in accordance with methods customarily used by such Person for such or similar purposes as the spot rate for the purchase by such Person of the required currency with the currency of actual payment through its principal foreign exchange trading office (including, in the case of the Administrative Agent, any Affiliate) at approximately 11:00 A.M. (local time at such office) two Business Days prior to the effective date of such conversion, provided that the Administrative Agent or the applicable L/C Issuer, as applicable, may obtain such spot rate from another financial institution actively engaged in foreign currency exchange if the Administrative Agent or the applicable L/C Issuer, as applicable, does not then have a spot rate for the required currency. The parties hereto hereby agree, to the fullest extent that they may effectively do so under applicable law, that (a) if for the purposes of obtaining any judgment or award it becomes necessary to convert from any currency other than the currency required hereunder into the currency required hereunder any amount in connection with the Obligations, then the conversion shall be made as provided above on the Business Day before the day on which the judgment or award is given, (b) in the event that there is a change in the applicable conversion rate prevailing between the Business Day before the day on which the judgment or award is given and the date of payment, the Borrowers Borrower will pay to the Administrative Agent, for the benefit of the Lenders, such additional amounts (if any) as may be necessary, and the Administrative Agent, on behalf of the Lenders, will pay to the Company Borrower such excess amounts (if any) as result from such change in the rate of exchange, to assure that the amount paid on such date is the amount in such other currency, which when converted at the conversion rate described herein on the date of payment, is the amount then due in the currency required hereunder, and (c) any amount due from the Borrowers Borrower under this Section 10.22 shall be due as a -119- separate debt and shall not be affected by judgment or award being obtained for any other sum due.
Appears in 1 contract
Currency Conversion. All payments of Obligations under this Agreement Agreement, the Notes or any other Loan Credit Document shall be made in U.S. Dollars, except for Loans funded funded, or Reimbursement Obligations with respect to Letters of Credit issued, in Euros, Pounds, Australian Dollars, Canadian Dollars or any Foreign other Specified Currency, which shall be repaid, including interest thereon, in such Foreign Currencythe applicable currency. If any payment of any Obligation, whether through payment by the Borrowers any Credit Party or the proceeds of any collateral collateral, shall be made in a currency other than the currency required hereunder, such amount shall be converted into the currency required hereunder at the rate determined by the Administrative Agent or the applicable L/C IssuerIssuing Bank, as applicable, as the rate quoted by it in accordance with methods customarily used by such Person for such or similar purposes as the spot rate for the purchase by such Person of the required currency with the currency of actual payment through its principal foreign exchange trading office (including, in the case of the Administrative Agent, any Affiliatethe Sub-Agent) at approximately 11:00 A.M. (local time at such office) two Business Days prior to the effective date of such conversion, provided that the Administrative Agent or the applicable L/C IssuerIssuing Bank, as applicable, may obtain such spot rate from another financial institution actively engaged in foreign currency exchange if the Administrative Agent or the applicable L/C IssuerIssuing Bank, as applicable, does not then have a spot rate for the required currency. The parties hereto hereby agree, to the fullest extent that they may effectively do so under applicable law, that (ai) if for the purposes of obtaining any judgment or award it becomes necessary to convert from any currency other than the currency required hereunder into the currency required hereunder any amount in connection with the Obligations, then the conversion shall be made as provided above on the Business Day before the day on which the judgment or award is given, (bii) in the event that there is a change in the applicable conversion rate prevailing between the Business Day before the day on which the judgment or award is given and the date of payment, the Borrowers Company will pay (or cause the applicable Designated Borrower to pay) to the Administrative Agent, for the benefit of the Lenders, such additional amounts (if any) as may be necessary, and the Administrative Agent, on behalf of the Lenders, will pay to the Company applicable Borrower such excess amounts (if any) as result from such change in the rate of exchange, to assure that the amount paid on such date is the amount in such other currency, which when converted at the conversion rate described herein on the date of payment, is the amount then due in the currency required hereunder, and (ciii) any amount due from the Borrowers a Borrower under this Section 10.22 10.18 shall be due as a separate debt and shall not be affected by judgment or award being obtained for any other sum due. For the avoidance of doubt, the parties affirm and agree that neither the fixing of the conversion rate of Pounds against the Euro as a single currency, in accordance with the applicable treaties establishing the European Economic Community and the European Union, as the case may be, in each case, as amended from time to time, nor the conversion of the Obligations under this Agreement from Pounds into Euros will be a reason for early termination or revision of this Agreement or prepayment of any amount due under this Agreement or create any liability of any party towards any other party for any direct or consequential loss arising from any of these events. As of the date that Pounds are no longer the lawful currency of the United Kingdom, all funding and payment Obligations to be made in such affected currency under this Agreement shall be satisfied in Euros. If, in relation to the currency of any member state of the European Union that adopts the Euro as its lawful currency, the basis of accrual of interest expressed in this Agreement in respect of that currency shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided that if any Borrowing in the currency of such member state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Borrowing, at the end of the then current Interest Period.
Appears in 1 contract
Samples: Revolving Credit Agreement (Noble Corp / Switzerland)
Currency Conversion. All payments of Obligations under ------------------- this Agreement Agreement, the Notes or any other Loan Credit Document shall be made in Dollars, except for Loans funded funded, or Reimbursement Obligations with respect to Letters of Credit issued, in any Foreign CurrencyEuros, Pounds or Kroner, which shall be repaid, including interest thereon, in such Foreign Currencythe applicable currency. If any payment of any Obligation, whether through payment by the Borrowers Borrower or the proceeds of any collateral collateral, shall be made in a currency other than the currency required hereunder, such amount shall be converted into the currency required hereunder at the current market rate determined for the purchase of the currency required hereunder with the currency in which such obligation was paid, as quoted by the Lender who is the Administrative Agent or the applicable L/C Issuer, as applicable, as the rate quoted by it in accordance with the methods customarily used by such Person Lender for such or similar purposes as the spot rate for the purchase by such Person of the required currency with the currency of actual payment through its principal foreign exchange trading office (including, in the case of the Administrative Agent, any Affiliate) at approximately 11:00 A.M. (local time at such office) two Business Days prior to the effective date of such conversion, provided that the Administrative Agent or the applicable L/C Issuer, as applicable, may obtain such spot rate from another financial institution actively engaged in foreign currency exchange if the Administrative Agent or the applicable L/C Issuer, as applicable, does not then have a spot rate for the required currencydetermination. The parties hereto hereby agree, to the fullest extent that they may effectively do so under applicable law, that (ai) if for the purposes of obtaining any judgment or award it becomes necessary to convert from any currency other than the currency required hereunder into the currency required hereunder any amount in connection with the Obligations, then the conversion shall be made as provided above on the Business Day before the day on which the judgment or award is given, (bii) in the event that there is a change in the applicable conversion rate of exchange prevailing between the Business Day before the day on which the judgment or award is given and the date of payment, the Borrowers Borrower will pay to the Administrative Agent, for the benefit of the Lenders, such additional amounts (if any) as may be necessary, and the Administrative Agent, on behalf of the Lenders, will pay to the Company Borrower such excess amounts (if any) as result from such change in the rate of exchange, to assure that the amount paid on such date is the amount in such other currency, which when converted at the conversion rate of exchange described herein on the date of payment, is the amount then due in the currency required hereunder, and (ciii) any amount due from the Borrowers Borrower under this Section 10.22 10.18 shall be due as a separate debt and shall not be affected by judgment or award being obtained for any other sum due. For the avoidance of doubt, the parties affirm and agree that neither the fixation of the conversion rate of Pounds or Kroners against the Euro as a single currency, in accordance with the Treaty Establishing the European Economic Community, as amended by the Treaty on the European Union (The Maastricht Treaty), nor the conversion of the Obligations under this Agreement from Pounds or Kroners into Euros will be a reason for early termination or revision of this Agreement or prepayment of any amount due under this agreement or create any liability of any party towards any other party for any direct or consequential loss arising from any of these events. As of the date that Pounds or Kroners are no longer the lawful currency of the United Kingdom or Norway, as the case may be, all funding and payment Obligations to be made in such affected currency under this Agreement shall be satisfied in Euros. If, in relation to the currency of any member state of the European Union that adopts the Euro as its lawful currency, the basis of accrual of interest expressed in this Agreement in respect of that currency shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided that if any Borrowing in the currency of such member state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Borrowing, at the end of the then current Interest Period.
Appears in 1 contract
Currency Conversion. All payments under (a) If, for any purpose hereunder, it becomes necessary on any date to convert any amount denominated in Canadian Dollars, then conversion shall be made at the prevailing Exchange Rate on such date. Except for purposes of financial statements delivered by Borrower hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of Canadian Dollars for purposes of the Loan Documents shall be such Dollar Equivalent amount. Agent shall determine the Exchange Rate as of each date of determination to be used for calculating Dollar Equivalent amounts. Such Exchange Rate shall become effective as of such date of determination and shall be the Exchange Rate employed in converting any amounts between Canadian Dollars and Dollars until the next date of determination occurs.
(b) If, for the purpose of obtaining judgment in any court in any jurisdiction with respect to this Agreement or any other Loan Document shall be made in DollarsDocument, except for Loans funded in any Foreign Currency, which shall be repaid, including interest thereon, in such Foreign Currency. If any payment by the Borrowers or the proceeds of any collateral shall be made in a currency other than the currency required hereunder, such amount shall be converted into the currency required hereunder at the rate determined by the Administrative Agent or the applicable L/C Issuer, as applicable, as the rate quoted by it in accordance with methods customarily used by such Person for such or similar purposes as the spot rate for the purchase by such Person of the required currency with the currency of actual payment through its principal foreign exchange trading office (including, in the case of the Administrative Agent, any Affiliate) at approximately 11:00 A.M. (local time at such office) two Business Days prior to the effective date of such conversion, provided that the Administrative Agent or the applicable L/C Issuer, as applicable, may obtain such spot rate from another financial institution actively engaged in foreign currency exchange if the Administrative Agent or the applicable L/C Issuer, as applicable, does not then have a spot rate for the required currency. The parties hereto hereby agree, to the fullest extent that they may effectively do so under applicable law, that (a) if for the purposes of obtaining any judgment or award it becomes necessary to convert from into the currency of such jurisdiction (herein called the “Judgment Currency”) any amount due hereunder in any currency other than the currency required hereunder into the currency required hereunder any amount in connection with the ObligationsJudgment Currency, then the conversion shall be made as provided above at the rate of exchange prevailing on the Business Day before the day on which the judgment or award is given. For this purpose, (b) “rate of exchange” means the rate at which Agent would be prepared on the relevant date, to sell the currency of the amount due hereunder in New York, New York against the Judgment Currency. In the event that there is a change in the applicable conversion rate of exchange prevailing between the Business Day before the day on which the judgment or award is given and the date of payment of the amount due, Borrower will, on the date of payment, the Borrowers will pay to the Administrative Agent, for the benefit of the Lenders, such additional amounts (if any) as may be necessary, and the Administrative Agent, on behalf of the Lenders, will pay necessary to the Company such excess amounts (if any) as result from such change in the rate of exchange, to assure ensure that the amount paid on such date is the amount in such other currencythe Judgment Currency which, which when converted at the conversion rate described herein of exchange prevailing on the date of payment, is the amount then due under this Agreement or any other Loan Documents in the currency required hereunder, and (c) any Dollars. Any additional amount due from the Borrowers under this Section 10.22 shall will be due as a separate debt and shall not be affected by judgment or award being obtained for any other sum duesums due or in respect of this Agreement.
(c) Except as otherwise provided in Section 18.12(d) of this Agreement, if in connection with the determination by Borrower or any other Person, as to whether such Person is in compliance with any provision hereof, it is required that financial information or other computations otherwise denominated in any currency other than Dollars needs to be converted to Dollars, then such conversion shall be made at the rate of exchange prevailing on the applicable “as of”, “as at” or “effective” date of such financial information or other computation. For this purpose, unless otherwise specified herein, “rate of exchange” means the rate at which Agent would be prepared to sell Dollars in exchange for the applicable amount of such other currency.
(d) Notwithstanding the provisions of Section 18.12(c) of this Agreement, in connection with its preparation of any Compliance Certificate or other calculations to determine compliance with the provisions of Sections 2.19(e), 2.19(f), 6.1(q), 6.1(r) and 6.1(s) of this Agreement in respect of any fiscal period, all currency conversions from amounts denominated in a currency other than Dollars shall be converted to Dollars pursuant to a methodology acceptable to Agent.
Appears in 1 contract
Samples: Loan and Security Agreement (NewStar Financial, Inc.)
Currency Conversion. All payments under this Agreement or any other Loan Document shall be made in Dollars, except for Loans funded funded, or Reimbursement Obligations with respect to Letters of Credit issued, in any Foreign CurrencyEuros, which shall be repaid, including interest thereon, in such Foreign CurrencyEuros. If any payment by the Borrowers Borrower or the proceeds of any collateral collateral, shall be made in a currency other than the currency required hereunder, such amount shall be converted into the currency required hereunder at the rate determined by the Administrative Agent or the applicable L/C IssuerIssuing Bank, as applicable, as the rate quoted by it in accordance with methods customarily used by such Person for such or similar purposes as the spot rate for the purchase by such Person of the required currency with the currency of actual payment through its principal foreign exchange trading office (including, in the case of the Administrative Agent, any Affiliate) at approximately 11:00 A.M. (local time at such office) two Business Days prior to the effective date of such conversion, provided that the Administrative Agent or the applicable L/C IssuerIssuing Bank, as applicable, may obtain such spot rate from another financial institution actively engaged in foreign currency exchange if the Administrative Agent or the applicable L/C IssuerIssuing Bank, as applicable, does not then have a spot rate for the required currency. The parties hereto hereby agree, to the fullest extent that they may effectively do so under applicable law, that (ai) if for the purposes of obtaining any judgment or award it becomes necessary to convert from any currency other than the currency required hereunder into the currency required hereunder any amount in connection with the Obligations, then the conversion shall be made as provided above on the Business Day before the day on which the judgment or award is given, (bii) in the event that there is a change in the applicable conversion rate prevailing between the Business Day before the day on which the judgment or award is given and the date of payment, the Borrowers Borrower will pay to the Administrative Agent, for the benefit of the Lenders, such additional amounts (if any) as may be necessary, and the Administrative Agent, on behalf of the Lenders, will pay to the Company Borrower such excess amounts (if any) as result from such change in the rate of exchange, to assure that the amount paid on such date is the amount in such other currency, which when converted at the conversion rate described herein on the date of payment, is the amount then due in the currency required hereunder, and (ciii) any amount due from the Borrowers Borrower under this Section 10.22 10.16 shall be due as a separate debt and shall not be affected by judgment or award being obtained for any other sum due.
Appears in 1 contract
Currency Conversion. All payments of Obligations under this Agreement Agreement, the Notes or any other Loan Credit Document shall be made in U.S. Dollars, except for Loans funded Reimbursement Obligations with respect to Letters of Credit issued in any Foreign Specified Currency, which shall be repaid, including interest thereon, in such Foreign Currencythe applicable currency. If any payment of any Obligation, whether through payment by the Borrowers any Credit Party or the proceeds of any collateral Collateral, shall be made in a currency other than the currency required hereunder, such amount shall be converted into the currency required hereunder at the rate determined by the Administrative Agent or the applicable L/C IssuerIssuing Bank, as applicable, as the rate quoted by it in accordance with methods customarily used by such Person for such or similar purposes as the spot rate for the purchase by such Person of the required currency with the currency of actual payment through its principal foreign exchange trading office (including, in the case of the Administrative Agent, any Affiliate) at approximately 11:00 A.M. a.m. (local time at such office) two Business Days prior to the effective date of such conversion, ; provided that the Administrative Agent or the applicable L/C Issuersuch Issuing Bank, as applicable, may obtain such spot rate from another financial institution actively engaged in foreign currency exchange if the Administrative Agent or the applicable L/C Issuersuch Issuing Bank, as applicable, does not then have a spot rate for the required currency. The parties hereto hereby agree, to the fullest extent that they may effectively do so under applicable law, that (a) if for the purposes of obtaining any judgment or award it becomes necessary to convert from any currency other than the currency required hereunder into the currency required hereunder any amount in connection with the Obligations, then the conversion shall be made as provided above on the Business Day before the day on which the judgment or award is given, (b) in the event that there is a change in the applicable conversion rate prevailing between the Business Day before the day on which the judgment or award is given and the date of payment, the Borrowers Company will pay (or cause the applicable Designated Borrower to pay) to the Administrative Agent, for the benefit of the Lenders, such additional amounts (if any) as may be necessary, and the Administrative Agent, on behalf of the Lenders, will pay to the Company applicable Borrower such excess amounts (if any) as result from such change in the rate of exchange, to assure that the amount paid on such date is the amount in such other currency, which when converted at the conversion rate described herein on the date of payment, is the amount then due in the currency required hereunder, hereunder and (c) any amount due from the Borrowers a Borrower under this Section 10.22 11.19 shall be due as a separate debt and shall not be affected by judgment or award being obtained for any other sum due. For the avoidance of doubt, the parties affirm and agree that neither the fixing of the conversion rate of Pound Sterling against the Euro as a single currency, in accordance with the applicable treaties establishing the European Economic Community and the European Union, as the case may be, in each case, as amended from time to time, nor the conversion of the Obligations under this Agreement from Pound Sterling into Euros will be a reason for early termination or revision of this Agreement or prepayment of any amount due under this Agreement or create any liability of any party towards any other party for any direct or consequential loss arising from any of these events. As of the date that Pound Sterling are no longer the lawful currency of the United Kingdom, all funding and payment Obligations to be made in such affected currency under this Agreement shall be satisfied in Euros.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Noble Corp PLC)
Currency Conversion. All payments of Obligations under this Agreement Agreement, the Notes or any other Loan Credit Document shall be made in U.S. Dollars, except for Loans funded in any Foreign Currency, which shall be repaid, including interest thereon, in such Foreign Currency. If any payment of any Obligation, whether through payment by the Borrowers any Credit Party or the proceeds of any collateral collateral, shall be made in a currency other than the currency required hereunder, such amount shall be converted into the currency required hereunder at the rate determined by the Administrative Agent or the applicable L/C Issuer, as applicable, as the rate quoted by it in accordance with methods customarily used by such Person for such or similar purposes as the spot rate for the purchase by such Person of the required currency with the currency of actual payment through its principal foreign exchange trading office (including, in the case of the Administrative Agent, any Affiliate) at approximately 11:00 A.M. (local time at such office) two Business Days prior to the effective date of such conversion, provided that the Administrative Agent or the applicable L/C Issuer, as applicable, may obtain such spot rate from another financial institution actively engaged in foreign currency exchange if the Administrative Agent or the applicable L/C Issuer, as applicable, does not then have a spot rate for the required currency. The parties hereto hereby agree, to the fullest extent that they may effectively do so under applicable law, that (ai) if for the purposes of obtaining any judgment or award it becomes necessary to convert from any currency other than the currency required hereunder into the currency required hereunder any amount in connection with the Obligations, then the conversion shall be made as provided above on the Business Day before the day on which the judgment or award is given, (bii) in the event that there is a change in the applicable conversion rate prevailing between the Business Day before the day on which the judgment or award is given and the date of payment, the Borrowers Borrower will pay to the Administrative Agent, for the benefit of the Lenders, such additional amounts (if any) as may be necessary, and the Administrative Agent, on behalf of the Lenders, will pay to the Company Borrower such excess amounts (if any) as result from such change in the rate of exchange, to assure that the amount paid on such date is the amount in such other currency, which when converted at the conversion rate described herein on the date of payment, is the amount then due in the currency required hereunder, and (ciii) any amount due from the Borrowers Borrower under this Section 10.22 10.18 shall be due as a separate debt and shall not be affected by judgment or award being obtained for any other sum due.
Appears in 1 contract
Currency Conversion. All payments under this Agreement or any other Loan Document shall be made in DollarsNotwithstanding anything to the contrary contained herein, except for Loans funded in any Foreign Currency, which shall be repaid, including interest thereon, in such Foreign Currency. If if any payment by the Borrowers or the proceeds of any collateral obligation shall be made in a currency other than the currency required hereunder, such amount shall be converted into the currency required hereunder at the rate determined by the Administrative Agent or the applicable L/C Issuer, as applicableAgent, as the rate quoted by it in accordance with methods customarily used by such Person the Administrative Agent for such or similar purposes as the spot rate for the purchase by such Person the Administrative Agent of the required currency with the currency of actual payment through its principal foreign exchange trading office (including, in the case of the Administrative Agent, any Affiliate) at approximately 11:00 A.M. a.m. (local time at such office) two Business Days prior to the effective date of such conversion, provided that the Administrative Agent or the applicable L/C Issuer, as applicable, may obtain such spot rate from another financial institution actively engaged in foreign currency exchange if the Administrative Agent or the applicable L/C Issuer, as applicable, does not then have a spot rate for the required currency. The parties hereto hereby agree, to the fullest extent that they may effectively do so under applicable law, that (a) if for the purposes of obtaining any judgment or award it becomes necessary to convert from any currency other than the currency required hereunder into the currency required hereunder any amount in connection with the Obligationsany obligation hereunder, then the conversion shall be made as provided above on the Business Day before the day on which the judgment or award is given, (b) in the event that there is a change in the applicable conversion rate prevailing between the Business Day before the day on which the judgment or award is given and the date of payment, the Borrowers Company will pay to the Administrative Agent, for the benefit of the Lenders, such additional amounts (if any) as may be necessary, and the Administrative Agent, on behalf of the Lenders, will pay to the Company such excess amounts (if any) as result from such change in the rate of exchange, to assure that the amount paid on such date is the amount in such other currency, which when converted at the conversion rate described herein on the date of payment, is the amount then due in the currency required hereunder, and (c) any amount due from the Borrowers under this Section 10.22 2.25 shall be due as a separate debt and shall not be affected by judgment or award being obtained for any other sum due. Nothing in this Section shall be deemed to authorize payment of Borrowings made in an Available Foreign Currency, including related fees and interest thereon, in any currency other than the Available Foreign Currency in which such Borrowings were made. For the avoidance of doubt, payments of principal, interest and fees may only be made in the same currency in which the applicable Borrowing was made.
Appears in 1 contract
Samples: Credit Agreement (Furmanite Corp)
Currency Conversion. All payments of Obligations under ------------------- this Agreement Agreement, the Notes or any other Loan Credit Document shall be made in Dollars, except for Loans funded in any Foreign Currency, which shall be repaid, including interest thereon, in such Foreign Currency. If any payment of any Obligation, whether through payment by the Borrowers Borrower or the proceeds of any collateral collateral, shall be made in a currency other than the currency required hereunderDollars, such amount shall be converted into Dollars at the current market rate for the purchase of Dollars with the currency required hereunder at in which such obligation was paid, as quoted by the rate determined by Lender who is the Administrative Agent or the applicable L/C Issuer, as applicable, as the rate quoted by it in accordance with the methods customarily used by such Person Lender for such or similar purposes as the spot rate for the purchase by such Person of the required currency with the currency of actual payment through its principal foreign exchange trading office (including, in the case of the Administrative Agent, any Affiliate) at approximately 11:00 A.M. (local time at such office) two Business Days prior to the effective date of such conversion, provided that the Administrative Agent or the applicable L/C Issuer, as applicable, may obtain such spot rate from another financial institution actively engaged in foreign currency exchange if the Administrative Agent or the applicable L/C Issuer, as applicable, does not then have a spot rate for the required currencydetermination. The parties hereto hereby agree, to the fullest extent that they may effectively do so under applicable law, that (ai) if for the purposes of obtaining any judgment or award it becomes necessary to convert from any currency other than the currency required hereunder Dollars into the currency required hereunder Dollars any amount in connection with the Obligations, then the conversion shall be made as provided above on the Business Day before the day on which the judgment or award is given, (bii) in the event that there is a change in the applicable conversion rate of exchange prevailing between the Business Day before the day on which the judgment or award is given and the date of payment, the Borrowers Borrower will pay to the Administrative Agent, for the benefit of the Lenders, such additional amounts (if any) as may be necessary, and the Administrative Agent, on behalf of the Lenders, will pay to the Company Borrower such excess amounts (if any) as result from such change in the rate of exchange, to assure that the amount paid on such date is the amount in such other currency, which when converted at the conversion rate of exchange described herein on the date of payment, is the amount then due in the currency required hereunderDollars, and (ciii) any amount due from the Borrowers Borrower under this Section 10.22 10.18 shall be due as a separate debt and shall not be affected by judgment or award being obtained for any other sum due.
Appears in 1 contract
Samples: 364 Day Credit Agreement (Transocean Sedco Forex Inc)
Currency Conversion. All payments of Obligations under this Agreement Agreement, the Notes or any other Loan Document shall be made in U.S. Dollars, except for Loans funded funded, or reimbursement obligations with respect to Letters of Credit issued, in any Foreign Currency, which shall be repaid, including interest thereon, in such Foreign Currencythe applicable currency. If any payment of any Obligation, whether through payment by the Borrowers Borrower or the proceeds of any collateral collateral, shall be made in a currency other than the currency required hereunder, such amount shall be converted into the currency required hereunder at the current market rate determined for the purchase of the currency required hereunder with the currency in which such obligation was paid, as quoted by the Lender who is the Administrative Agent or the applicable L/C Issuer, as applicable, as the rate quoted by it in accordance with the methods customarily used by such Person Lender for such or similar purposes as the spot rate for the purchase by such Person of the required currency with the currency of actual payment through its principal foreign exchange trading office (including, in the case of the Administrative Agent, any Affiliate) at approximately 11:00 A.M. (local time at such office) two Business Days prior to the effective date of such conversion, provided that the Administrative Agent or the applicable L/C Issuer, as applicable, may obtain such spot rate from another financial institution actively engaged in foreign currency exchange if the Administrative Agent or the applicable L/C Issuer, as applicable, does not then have a spot rate for the required currencydetermination. The parties hereto hereby agree, to the fullest extent that they may effectively do so under applicable law, that (a) if for the purposes of obtaining any judgment or award it becomes necessary to convert from any currency other than the currency required hereunder into the currency required hereunder any amount in connection with the Obligations, then the conversion shall be made as provided above on the Business Day before the day on which the judgment or award is given, (b) in the event that there is a change in the applicable conversion rate of exchange prevailing between the Business Day before the day on which the judgment or award is given and the date of payment, the Borrowers Borrower will pay to the Administrative Agent, for the benefit of the Lenders, such additional amounts (if any) as may be necessary, and the Administrative Agent, on behalf of the Lenders, will pay to the Company Borrower such excess amounts (if any) as result from such change in the rate of exchange, to assure that the amount paid on such date is the amount in such other currency, which when converted at the conversion rate of exchange described herein on the date of payment, is the amount then due in the currency required hereunder, and (c) any amount due from the Borrowers Borrower under this Section 10.22 10.13 shall be due as a separate debt and shall not be affected by judgment or award being obtained for any other sum due. For the avoidance of doubt, the parties affirm and agree that neither the fixation of the conversion rate of Pounds or Kronas against the Euro as a single currency, in accordance with the Treaty Establishing the European Economic Community, as amended by the Treaty on the European Union (The Maastricht Treaty), nor the conversion of the Obligations under this Agreement from Pounds or Kronas into Euros will be a reason for early termination or revision of this Agreement or prepayment of any amount due under this Agreement or create any liability of any party towards any other party for any direct or consequential loss arising from any of these events. As of the date that Pounds or Kronas are no longer the lawful currency of the United Kingdom or Sweden, as the case may be, all funding and payment Obligations to be made in such affected currency under this Agreement shall be satisfied in Euros. If, in relation to the currency of any member state of the European Union that adopts the Euro as its lawful currency, the basis of accrual of interest expressed in this Agreement in respect of that currency shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided, that if any Borrowing in the currency of such member state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Borrowing, at the end of the then current Interest Period.
Appears in 1 contract
Currency Conversion. All payments of Obligations under this Agreement Agreement, the Notes or any other Loan Credit Document shall be made in U.S. Dollars, except for Loans funded Reimbursement Obligations with respect to Letters of Credit issued in any Foreign Specified Currency, which shall be repaid, including interest thereon, in such Foreign Currencythe applicable currency. If any payment of any Obligation, whether through payment by the Borrowers any Credit Party or the proceeds of any collateral collateral, shall be made in a currency other than the currency required hereunder, such amount shall be converted into the currency required hereunder at the rate determined by the Administrative Agent or the applicable L/C IssuerIssuing Bank, as applicable, as the rate quoted by it in accordance with methods customarily used by such Person for such or similar purposes as the spot rate for the purchase by such Person of the required currency with the currency of actual payment through its principal foreign exchange trading office (including, in the case of the Administrative Agent, any Affiliate) at approximately 11:00 A.M. a.m. (local time at such office) two Business Days prior to the effective date of such conversion, provided that the Administrative Agent or the applicable L/C Issuersuch Issuing Bank, as applicable, may obtain such spot rate from another financial institution actively engaged in foreign currency exchange if the Administrative Agent or the applicable L/C Issuersuch Issuing Bank, as applicable, does not then have a spot rate for the required currency. The parties hereto hereby agree, to the fullest extent that they may effectively do so under applicable law, that (ai) if for the purposes of obtaining any judgment or award it becomes necessary to convert from any currency other than the currency required hereunder into the currency required hereunder any amount in connection with the Obligations, then the conversion shall be made as provided above on the Business Day before the day on which the judgment or award is given, (bii) in the event that there is a change in the applicable conversion rate prevailing between the Business Day before the day on which the judgment or award is given and the date of payment, the Borrowers Company will pay (or cause the applicable Designated Borrower to pay) to the Administrative Agent, for the benefit of the Lenders, such additional amounts (if any) as may be necessary, and the Administrative Agent, on behalf of the Lenders, will pay to the Company applicable Borrower such excess amounts (if any) as result from such change in the rate of exchange, to assure that the amount paid on such date is the amount in such other currency, which when converted at the conversion rate described herein on the date of payment, is the amount then due in the currency required hereunder, and (ciii) any amount due from the Borrowers a Borrower under this Section 10.22 10.18 shall be due as a separate debt and shall not be affected by judgment or award being obtained for any other sum due. For the avoidance of doubt, the parties affirm and agree that neither the fixing of the conversion rate of Pounds against the Euro as a single currency, in accordance with the applicable treaties establishing the European Economic Community and the European Union, as the case may be, in each case, as amended from time to time, nor the conversion of the Obligations under this Agreement from Pounds into Euros will be a reason for early termination or revision of this Agreement or prepayment of any amount due under this Agreement or create any liability of any party towards any other party for any direct or consequential loss arising from any of these events. As of the date that Pounds are no longer the lawful currency of the United Kingdom, all funding and payment Obligations to be made in such affected currency under this Agreement shall be satisfied in Euros.
Appears in 1 contract
Currency Conversion. All payments of Obligations under this Agreement Agreement, the Notes or any other Loan Credit Document shall be made in U.S. Dollars, except for Loans funded in any Foreign Currency, which shall be repaid, including interest thereon, in such Foreign Currency. If any payment of any Obligation, whether through payment by the Borrowers any Loan Party or the proceeds of any collateral Collateral, shall be made in a currency other than the currency required hereunderU.S. Dollars, such amount shall be converted into the currency required hereunder U.S. Dollars at the rate determined by the Administrative Agent or the applicable L/C Issuer, as applicable, as the rate quoted by it in accordance with methods customarily used by such Person for such or similar purposes as the spot rate for the purchase by such Person of the required currency U.S. Dollars with the currency of actual payment through its principal foreign exchange trading office (including, in the case of the Administrative Agent, any Affiliatethe Sub-Agent) at approximately 11:00 A.M. (local time at such office) two (2) Business Days prior to the effective date of such conversion, provided that that, the Administrative Agent or the applicable L/C Issuer, as applicable, may obtain such spot rate from another financial institution actively engaged in foreign currency exchange if the Administrative Agent or the applicable L/C Issuer, as applicable, does not then have a spot rate for the required currency. The parties hereto hereby agree, to the fullest extent that they may effectively do so under applicable law, that (ai) if for the purposes of obtaining any judgment or award it becomes necessary to convert from any currency (other than the currency required hereunder U.S. Dollars) into the currency required hereunder U.S. Dollars any amount in connection with the Obligations, then the conversion shall be made as provided above on the Business Day before the day on which the judgment or award is given, (bii) in the event that there is a change in the applicable conversion rate prevailing between the Business Day before the day on which the judgment or award is given and the date of payment, the Borrowers Borrower will pay to the Administrative Agent, for the benefit of the Lenders, such additional amounts (if any) as may be necessary, and the Administrative Agent, on behalf of the Lenders, will pay to the Company Borrower such excess amounts (if any) as result from such change in the rate of exchange, to assure that the amount paid on such date is the amount in such other currency, which when converted at the conversion rate described herein on the date of payment, is the amount then due in the currency required hereunderU.S. Dollars, and (ciii) any amount due from the Borrowers Borrower under this Section 10.22 11.17 shall be due as a separate debt and shall not be affected by judgment or award being obtained for any other sum due.
Appears in 1 contract
Samples: Senior Secured Term Loan Agreement (Paragon Offshore PLC)
Currency Conversion. All payments of Obligations under this Agreement Agreement, the Notes or any other Loan Credit Document shall be made in U.S. Dollars, except for Loans funded in any Foreign Currency, which shall be repaid, including interest thereon, in such Foreign Currency. If any payment of any Obligation, whether through payment by the Borrowers any Credit Party or the proceeds of any collateral Collateral, shall be made in a currency other than the currency required hereunder, such amount shall be converted into the currency required hereunder at the rate determined by the Administrative Agent or the applicable L/C IssuerIssuing Bank, as applicable, as the rate quoted by it in accordance with methods customarily used by such Person for such or similar purposes as the spot rate for the purchase by such Person of the required currency with the currency of actual payment through its principal foreign exchange trading office (including, in the case of the Administrative Agent, any Affiliate) at approximately 11:00 A.M. (local time at such office) two (2) Business Days prior to the effective date of such conversion, provided that the Administrative Agent or the applicable L/C Issuersuch Issuing Bank, as applicable, may obtain such spot rate from another financial institution actively engaged in foreign currency exchange if the Administrative Agent or the applicable L/C Issuersuch Issuing Bank, as applicable, does not then have a spot rate for the required currency. The parties hereto hereby agree, to the fullest extent that they may effectively do so under applicable law, that (ai) if for the purposes of obtaining any judgment or award it becomes necessary to convert from any currency other than the currency required hereunder into the currency required hereunder any amount in connection with the Obligations, then the conversion shall be made as provided above on the Business Day before the day on which the judgment or award is given, (bii) in the event that there is a change in the applicable conversion rate prevailing between the Business Day before the day on which the judgment or award is given and the date of payment, the Borrowers Borrower will pay to the Administrative Agent, for the benefit of the Lenders, such additional amounts (if any) as may be necessary, and the Administrative Agent, on behalf of the Lenders, will pay to the Company Borrower such excess amounts (if any) as result from such change in the rate of exchange, to assure that the amount paid on such date is the amount in such other currency, which when converted at the conversion rate described herein on the date of payment, is the amount then due in the currency required hereunder, and (ciii) any amount due from the Borrowers Borrower under this Section 10.22 11.17 shall be due as a separate debt and shall not be affected by judgment or award being obtained for any other sum due.
Appears in 1 contract
Currency Conversion. All payments under this Agreement or any other Loan Document shall be made in Dollars, except for Loans funded Reimbursement Obligations with respect to Letters of Credit issued in any Foreign CurrencyAcceptable Currency other than Dollars, which shall be repaid, including interest thereon, in such Foreign Acceptable Currency. If any payment by the Borrowers Borrower or the proceeds of any collateral shall be made in a currency other than the currency required hereunder, such amount shall be converted into the currency required hereunder at the rate reasonably determined by the Administrative Agent or the applicable L/C IssuerIssuing Bank, as applicable, as the rate quoted by it in accordance with methods customarily used by such Person for such or similar purposes as the spot rate for the purchase by such Person of the required currency with the currency of actual payment through its principal foreign exchange trading office (including, in the case of the Administrative Agent, any Affiliate) at approximately 11:00 A.M. (local time at such office) two Business Days prior to the effective date of such conversion, provided that the Administrative Agent or the applicable L/C IssuerIssuing Bank, as applicable, may obtain such spot rate from another financial institution actively engaged in foreign currency exchange if the Administrative Agent or the applicable L/C IssuerIssuing Bank, as applicable, does not then have a spot rate for the required currency. The parties hereto hereby agree, to the fullest extent that they may effectively do so under applicable law, that (ai) if for the purposes of obtaining any judgment or award it becomes necessary to convert from any currency other than the currency required hereunder into the currency required hereunder any amount in connection with the Obligations, then the conversion shall be made as provided above on the Business Day before the day on which the judgment or award is given, (bii) in the event that there is a change in the applicable conversion rate prevailing between the Business Day before the day on which the judgment or award is given and the date of payment, the Borrowers Borrower will pay to the Administrative Agent, for the benefit of the Issuing Banks and Lenders, such additional amounts (if any) as may be necessary, and the Administrative Agent, on behalf of the Lenders, will pay to the Company such excess amounts (if any) as result from such change in the rate of exchange, necessary to assure that the amount paid on such date is the amount in such other currency, which when converted at the conversion rate described herein on the date of payment, is the amount then due in the currency required hereunder, and (ciii) any amount due from the Borrowers Borrower under this Section 10.22 10.16 shall be due as a separate debt and shall not be affected by judgment or award being obtained for any other sum due.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Healthways, Inc)
Currency Conversion. All payments under this Agreement or any other Loan Document shall be made in DollarsNotwithstanding anything to the contrary contained herein, except for Loans funded in any Foreign Currency, which shall be repaid, including interest thereon, in such Foreign Currency. If if any payment by the Borrowers or the proceeds of any collateral obligation shall be made in a currency other than the currency required hereunder, such amount shall be converted into the currency required hereunder at the rate determined by the Administrative Agent or the applicable L/C Issuer, as applicableAgent, as the rate quoted by it in accordance with methods customarily used by such Person the Administrative Agent for such or similar purposes as the spot rate for the purchase by such Person the Administrative Agent of the required currency with the currency of actual payment through its principal foreign exchange trading office (including, in the case of the Administrative Agent, any Affiliate) at approximately 11:00 A.M. a.m. (local time at such office) two Business Days prior to the effective date of such conversion, provided that the Administrative Agent or the applicable L/C Issuer, as applicable, may obtain such spot rate from another financial institution actively engaged in foreign currency exchange if the Administrative Agent or the applicable L/C Issuer, as applicable, does not then have a spot rate for the required currency. The parties hereto hereby agree, to the fullest extent that they may effectively do so under applicable law, that (a) if for the purposes of obtaining any judgment or award it becomes necessary to convert from any currency other than the currency required hereunder into the currency required hereunder any amount in connection with the Obligationsany obligation hereunder, then the conversion shall be made as provided above on the Business Day before the day on which the judgment or award is given, (b) in the event that there is a change in the applicable conversion rate prevailing between the Business Day before the day on which the judgment or award is given and the date of payment, the Borrowers Borrower will pay to the Administrative Agent, for the benefit of the Lenders, such additional amounts (if any) as may be necessary, and the Administrative Agent, on behalf of the Lenders, will pay to the Company Borrower such excess amounts (if any) as result from such change in the rate of exchange, to assure that the amount paid on such date is the amount in such other currency, which when converted at the conversion rate described herein on the date of payment, is the amount then due in the currency required hereunder, and (c) any amount due from the Borrowers Borrower under this Section 10.22 2.21 shall be due as a separate debt and shall not be affected by judgment or award being obtained for any other sum due.
Appears in 1 contract
Samples: 5 Year Revolving Credit Agreement (NuStar Energy L.P.)
Currency Conversion. All payments of Obligations under this Agreement Agreement, the Notes or any other Loan Credit Document shall be made in U.S. Dollars, except for Revolving Loans funded funded, or Reimbursement Obligations with respect to Letters of Credit issued, in any Foreign CurrencyAlternative Currencies, which shall be repaid, including interest thereon, in the applicable Alternative Currency (such Foreign applicable Alternative Currency so required for payment of such Obligations referred to as the “Obligation Currency”). If the Borrower fails to make any payment by due hereunder for any Obligation that is payable in any Alternative Currency, and the Borrowers Administrative Agent or the proceeds applicable Issuing Bank obtains funds in Dollars (through exercise of any collateral shall be made setoff rights or rights in a currency other than respect of Collateral) for application against such unpaid Obligations, then the currency required hereunderAdministrative Agent or such Issuing Bank may, at its option (and the Borrower hereby irrevocably authorizes the Administrative Agent or such amount shall be converted Issuing Bank to), convert such funds into the currency required hereunder applicable Obligation Currency at the rate determined by the Administrative Agent or the applicable L/C Issuersuch Issuing Bank, as applicable, as the rate quoted by it in accordance with methods customarily used by such Person for such or similar purposes as the spot rate for the purchase by such Person of the required currency such Obligation Currency with the currency of actual payment through its or its Affiliate’s principal foreign exchange trading office (including, in the case of the Administrative Agent, any Affiliate) at approximately 11:00 A.M. (local time at such office) two Business Days prior to the effective date of such conversion, provided that the Administrative Agent or the applicable L/C Issuersuch Issuing Bank, as applicable, may obtain such spot rate from any recognized currency exchange rate reporting service or from another financial institution actively engaged in foreign currency exchange if the Administrative Agent or the applicable L/C Issuersuch Issuing Bank, as applicable, does not then have a spot rate for the required currencyapplicable Obligation Currency. The parties hereto hereby agree, to the fullest extent that they may effectively do so under applicable law, that (ai) if for the purposes of obtaining any judgment or award it becomes necessary to convert from any currency other than the currency required hereunder applicable Obligation Currency into the currency required hereunder applicable Obligation Currency any amount in connection with the Obligations, then the conversion shall be made as provided above on the Business Day before the day on which the judgment or award is given, (bii) in the event that there is a change in the applicable conversion rate prevailing between the Business Day before the day on which the judgment or award is given and the date of payment, the Borrowers Borrower will pay to the Administrative Agent, for the benefit of the Lenders, such additional amounts (if any) as may be necessary, and the Administrative Agent, on behalf of the Lenders, will pay to the Company Borrower such excess amounts (if any) ), as result from such change in the rate of exchange, to assure that the amount paid on such date is the amount in such other currency, which when converted at the conversion rate described herein on the date of payment, is the amount then due in the currency required hereunderapplicable Obligation Currency, and (ciii) any amount due from the Borrowers Borrower under this Section 10.22 10.18 shall be due as a separate debt and shall not be affected by judgment or award being obtained for any other sum due. For the avoidance of doubt, the parties affirm and agree that neither the fixing of the conversion rate of Sterling against the Euro as a single currency, in accordance with the applicable treaties establishing the European Economic Community and the European Union, as the case may be, in each case, as amended from time to time, nor the conversion of the Obligations under this Agreement from Sterling into Euros will be a reason for early termination or revision of this Agreement or prepayment of any amount due under this Agreement or create any liability of any party towards any other party for any direct or consequential loss arising from any of these events. As of the date that Sterling is no longer the lawful currency of the United Kingdom, all funding and payment Obligations to be made in such affected currency under this Agreement shall be satisfied in Euros. If, in relation to the currency of any member state of the European Union that adopts the Euro as its lawful currency, the basis of accrual of interest expressed in this Agreement in respect of that currency shall be inconsistent with any convention or practice in the London or European interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided, that if any Borrowing in the currency of such member state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Borrowing, at the end of the then current Interest Period.
Appears in 1 contract
Samples: Credit Agreement (Transocean Ltd.)