Currency Fluctuations, etc. (a) No later than 2:00 P.M., New York City time, on each Calculation Date, the Administrative Agent shall (i) determine the Exchange Rate as of such Calculation Date with respect to each Local Currency covered by a Local Currency Facility and (ii) give notice thereof to the Lenders, IBM and the relevant Borrowers. Except as otherwise provided in Section 3.3, the Exchange Rates so determined shall become effective on the first Business Day immediately following the relevant Calculation Date (a “Reset Date”) and shall remain effective until the next succeeding Reset Date. (b) No later than 2:00 P.M., New York City time, on each Reset Date and each Borrowing Date, the Administrative Agent shall (i) determine the US$ Equivalent of the Local Currency Loans then outstanding under each Local Currency Facility (after giving effect to any Local Currency Loans to be made or repaid on such date) and (ii) notify the Lenders, IBM and the relevant Borrowers of the results of such determination. (c) If, on any Reset Date or any Borrowing Date (after giving effect to (i) any Loans to be made or repaid on such date and (ii) any amendment, supplement or other modification to any Local Currency Facility effective on such date of which the Administrative Agent has received notice), the Aggregate Outstanding US$ Revolving Extensions of Credit of any Lender exceed the US$ Revolving Credit Overage of such Lender (the amount of such excess, the “US$ Revolving Credit Excess”), then the Local Currency Lender Maximum Borrowing Amount under each Local Currency Facility to which such Lender is a party shall be reduced on such date by an amount equal to the product of such US$ Revolving Credit Excess times a fraction the numerator of which shall equal the Local Currency Lender Stated Maximum Borrowing Amount under such Local Currency Facility and the denominator of which shall equal the aggregate of the Local Currency Lender Stated Maximum Borrowing Amounts under all Local Currency Facilities to which such Lender is a party. After giving effect to any such reduction in Local Currency Lender Maximum Borrowing Amounts, the Local Currency Facility Maximum Borrowing Amount with respect to each Local Currency Facility shall in turn be reduced to an amount equal to the aggregate of the Local Currency Lender Maximum Borrowing Amounts of all Local Currency Lenders party to such Local Currency Facility. Reductions in Local Currency Lender Maximum Borrowing Amounts and Local Currency Facility Maximum Borrowing Amounts pursuant to this paragraph (c) shall be effective until the amount thereof shall be recalculated by the Administrative Agent on the next succeeding Reset Date or Borrowing Date, and shall not be deemed to reduce the stated amount of any Commitment of any Local Currency Lender in respect of any Local Currency Facility. (d) If, on any Reset Date or Borrowing Date (after giving effect to (i) any Loans to be made or repaid on such date, (ii) any amendment, supplement or other modification to any Local Currency Facility effective on such date of which the Administrative Agent has received notice and (iii) any changes in any Local Currency Lender Maximum Borrowing Amounts effected pursuant to Section 3.2(c) on such date), the aggregate outstanding principal amount of the US$ Loans exceeds the US$ Facility Overage (the amount of such excess, the “US$ Facility Excess”), then the Local Currency Facility Maximum Borrowing Amount under each Local Currency Facility shall be reduced on such date by an amount equal to the product of such US$ Facility Excess times a fraction the numerator of which shall equal the Local Currency Facility Stated Maximum Borrowing Amount under such Local Currency Facility and the denominator of which shall equal the aggregate of the Local Currency Facility Stated Maximum Borrowing Amounts with respect to all Local Currency Facilities. Each such reduction in the Local Currency Facility Maximum Borrowing Amount under a Local Currency Facility shall in turn reduce the respective Local Currency Lender Maximum Borrowing Amounts of each Local Currency Lender party to such Local Currency Facility, pro rata on the basis of the respective Local Currency Lender Stated Maximum Borrowing Amounts of such Lenders. Reductions in Local Currency Facility Maximum Borrowing Amounts and Local Currency Lender Maximum Borrowing Amounts pursuant to this paragraph (d) shall be effective until the amount thereof shall be recalculated by the Administrative Agent on the next succeeding Reset Date or Borrowing Date, and shall not be deemed to reduce the stated amount of any Commitment of any Local Currency Lender in respect of any Local Currency Facility. (e) If, on any Reset Date, the US$ Equivalent of the Local Currency Loans outstanding under a Local Currency Facility exceeds an amount equal to 105% of the Local Currency Facility Maximum Borrowing Amount with respect thereto (after giving effect to any reductions therein effected pursuant to Section 3.2(c) or (d) on such date), then the relevant Borrower shall, within three Business Days after notice thereof from the Administrative Agent, (i) increase the Local Currency Facility Stated Maximum Borrowing Amount with respect to such Local Currency Facility in accordance with Section 3.1(e) and/or (ii) prepay such Local Currency Loans in accordance with the terms of the relevant Local Currency Facilities in an aggregate amount such that, after giving effect thereto, (x) the US$ Equivalent of all such Local Currency Loans shall be equal to or less than such Local Currency Facility Maximum Borrowing Amount and (y) the US$ Equivalent of the Local Currency Loans of each relevant Local Currency Lender shall be equal to or less than such Local Currency Lender’s Local Currency Lender Maximum Borrowing Amount with respect to such Local Currency Facility. (f) If, on any Reset Date, the Aggregate Outstanding Revolving Extensions of Credit of any Lender exceed an amount equal to 105% of such Lender’s Revolving Credit Commitment, then, within three Business Days after notice thereof from the Administrative Agent, IBM shall prepay and/or cause the Subsidiary Borrowers to prepay the Loans in accordance with this Agreement or the relevant Local Currency Facilities, as the case may be, in an aggregate amount such that, after giving effect thereto, the Aggregate Outstanding Revolving Extensions of Credit of such Lender shall be equal to or less than such Lender’s Revolving Credit Commitment. (g) The Administrative Agent shall promptly notify the relevant Lenders of the amount of any reductions in Local Currency Facility Maximum Borrowing Amounts or Local Currency Lender Maximum Borrowing Amounts, and the amount of any prepayments, required pursuant to paragraph (c), (d), (e) or (f) of this Section 3.2.
Appears in 3 contracts
Samples: Credit Agreement (International Business Machines Corp), Credit Agreement (International Business Machines Corp), Credit Agreement (International Business Machines Corp)
Currency Fluctuations, etc. (a) No Not later than 2:00 P.M.1:00 p.m., New York City time, on each Calculation Date, the Administrative Agent shall (i) determine the Exchange Rate as of such Calculation Date with respect to each Local Currency covered by a Local Currency Facility Addendum and (ii) give notice thereof to the Lenders, IBM each relevant Borrower and the relevant BorrowersCompany. Except as otherwise provided in Section 3.3, the The Exchange Rates so determined shall become effective on the first Business Day immediately following the relevant Calculation Date (a “Reset Date”) and shall remain effective until the next succeeding Reset Date.
(b) No Not later than 2:00 P.M.5:00 p.m., New York City time, on each Reset Date and each Borrowing Date, the Administrative Agent shall (i) determine the US$ Dollar Equivalent of the Local Currency Loans then outstanding under each Local Currency Facility (after giving effect to any Local Currency Loans to be made or repaid on such date) and (ii) notify the Lenders, IBM and the relevant Borrowers and the Company of the results of such determination.
(c) If, on any Reset Date or any Borrowing Date (after giving effect to (i) any Loans to be made or repaid on such date and (ii) any amendment, supplement or other modification to any Local Currency Facility Addendum effective on such date of which the Administrative Agent has received notice), the Aggregate Outstanding US$ Revolving aggregate outstanding Dollar Standby Extensions of Credit of any Lender exceed exceeds the US$ Revolving Dollar Standby Credit Overage of such Lender (the amount of such excess, excess being called the “US$ Revolving Dollar Standby Credit Excess”), then the such Lender’s Local Currency Lender Maximum Borrowing Amount under each Local Currency Facility Addendum to which such Lender is a party shall be reduced on such date by an amount equal to the product of such US$ Revolving Dollar Standby Credit Excess times a fraction the numerator of which shall equal the Local Currency Lender Stated Maximum Borrowing Amount under such Local Currency Facility Addendum and the denominator of which shall equal the aggregate of the Local Currency Lender Stated Maximum Borrowing Amounts under all Local Currency Facilities to which of such Lender is a partyLender. After giving effect to any such reduction in Local Currency Lender Maximum Borrowing Amounts, the Local Currency Facility Maximum Borrowing Amount with respect to each Local Currency Facility Addendum shall in turn be reduced to an amount equal to the aggregate of the Local Currency Lender Maximum Borrowing Amounts of all Local Currency Lenders party to such Local Currency FacilityAddendum. Reductions in Local Currency Facility Maximum Borrowing Amounts and Local Currency Lender Maximum Borrowing Amounts and Local Currency Facility Maximum Borrowing Amounts pursuant to this paragraph (cSection 2.23(c) shall be effective until the amount thereof shall be recalculated by the Administrative Agent on the next succeeding Reset Date or Borrowing Date, and shall not be deemed to reduce the stated amount of any Commitment commitment of any Local Currency Lender in respect of any Local Currency FacilityAddendum.
(d) If, on any Reset Date or Borrowing Date (after giving effect to (i) any Loans to be made or repaid on such date, (ii) any amendment, supplement or other modification to any Local Currency Facility Addendum effective on such date of which the Administrative Agent has received notice and (iii) any changes reduction in any the Local Currency Lender Facility Maximum Borrowing Amounts effected pursuant to Section 3.2(c2.23(c) effective on such date), the sum of (A) the aggregate outstanding principal amount Dollar Standby Extensions of Credit of all the US$ Loans exceeds Lenders and (B) the US$ aggregate Competitive Loan Exposures exceed the Dollar Facility Overage (the amount of such excess, excess being called the “US$ Dollar Facility Excess”), then the Local Currency Facility Maximum Borrowing Amount under each Local Currency Facility Addendum shall be reduced on such date by an amount equal to the product of such US$ Dollar Facility Excess times a fraction the numerator of which shall equal the Local Currency Facility Stated Maximum Borrowing Amount under such Local Currency Facility Addendum and the denominator of which shall equal the aggregate of the Local Currency Facility Stated Maximum Borrowing Amounts with respect to all Local Currency FacilitiesAddenda. Each such reduction in the Local Currency Facility Maximum Borrowing Amount under a Local Currency Facility Addendum shall in turn reduce the respective Local Currency Lender Maximum Borrowing Amounts of each Local Currency Lender party to such Local Currency FacilityAddendum, pro rata on the basis of the respective Local Currency Lender Stated Maximum Borrowing Amounts of such LendersLocal Currency Lenders immediately prior to such reduction. Reductions in Local Currency Facility Maximum Borrowing Amounts and Local Currency Lender Maximum Borrowing Amounts pursuant to this paragraph (dSection 2.23(d) shall be effective until the amount thereof shall be recalculated by the Administrative Agent on the next succeeding Reset Date or Borrowing Date, and shall not be deemed to reduce the stated amount of any Commitment commitment of any Local Currency Lender in respect of any Local Currency FacilityAddendum.
(e) If, on any Reset Date, the US$ Dollar Equivalent of the Local Currency Loans outstanding under a Local Currency Facility Addendum exceeds an amount equal to 105% of the Local Currency Facility Maximum Borrowing Amount with respect thereto (after giving effect to any reductions therein effected pursuant to Section 3.2(c2.23(c) or (d) on such date), then the relevant Borrower Borrowers shall, within three Business Days after notice thereof from the Administrative Agent, (i) increase the Local Currency Facility Stated Maximum Borrowing Amount with respect to such Local Currency Facility in accordance with Section 3.1(e2.22(e) and/or (ii) prepay such Local Currency Loans Loans, in accordance with the terms of the relevant Local Currency Facilities either case in an aggregate amount such that, after giving effect thereto, (x) the US$ Dollar Equivalent of all such Local Currency Loans shall be equal to or less than such Local Currency Facility Maximum Borrowing Amount and (y) the US$ Dollar Equivalent of the Local Currency Loans of each relevant Local Currency Lender shall be equal to or less than such Local Currency Lender’s Local Currency Lender Maximum Borrowing Amount with respect to such Local Currency FacilityAddendum.
(f) If, on any Reset Date, the Aggregate Outstanding Revolving Extensions of Standby Credit Exposure of any Lender exceed an amount equal to exceeds 105% of such Lender’s Revolving Credit Commitment, then, within three Business Days after notice thereof from the Administrative Agent, IBM the relevant Borrowers shall prepay and/or cause the Subsidiary Borrowers to prepay the Loans in accordance with this Agreement or the relevant Local Currency Facilities, as the case may beAgreement, in an aggregate amount such that, after giving effect thereto, the Aggregate Outstanding Revolving Extensions of Standby Credit Exposure of such Lender shall be equal to or less than such Lender’s Revolving Standby Credit Commitment.
(g) The Administrative Agent shall promptly notify the relevant Lenders of the amount of any reductions in Local Currency Facility Maximum Borrowing Amounts or Local Currency Lender Maximum Borrowing Amounts, and the amount of any prepayments, Amounts required pursuant to paragraph (c), (d), (e) or (f) of this Section 3.22.23.
Appears in 3 contracts
Samples: Five Year Competitive Advance and Revolving Credit Facility Agreement (Hartford Financial Services Group Inc/De), Five Year Competitive Advance and Revolving Credit Facility Agreement (Hartford Financial Services Group Inc/De), Five Year Competitive Advance and Revolving Credit Facility Agreement (Hartford Life Inc)
Currency Fluctuations, etc. (a) No later than 2:00 P.M.p.m., New York City time, on each Calculation Date, the Administrative Agent shall (i) determine the Exchange Rate as of such Calculation Date with respect to each Local Currency covered by a Local Currency Facility and (ii) give notice thereof to the Lenders, IBM and the relevant Borrowers. Except as otherwise provided in Section 3.3, the Exchange Rates so determined shall become effective on the first Business Day immediately following the relevant Calculation Date (a “Reset Date”) and shall remain effective until the next succeeding Reset Date.
(b) No later than 2:00 P.M.p.m., New York City time, on each Reset Date and each Borrowing Date, the Administrative Agent shall (i) determine the US$ Equivalent of the Local Currency Loans then outstanding under each Local Currency Facility (after giving effect to any Local Currency Loans to be made or repaid on such date) and (ii) notify the Lenders, IBM and the relevant Borrowers of the results of such determination.
(c) If, on any Reset Date or any Borrowing Date (after giving effect to (i) any Loans to be made or repaid on such date and (ii) any amendment, supplement or other modification to any Local Currency Facility effective on such date of which the Administrative Agent has received notice), the Aggregate Outstanding US$ Revolving Extensions of Credit of any Lender exceed the US$ Revolving Credit Overage of such Lender (the amount of such excess, the “US$ Revolving Credit Excess”), then the Local Currency Lender Maximum Borrowing Amount under each Local Currency Facility to which such Lender is a party shall be reduced on such date by an amount equal to the product of such US$ Revolving Credit Excess times a fraction the numerator of which shall equal the Local Currency Lender Stated Maximum Borrowing Amount under such Local Currency Facility and the denominator of which shall equal the aggregate of the Local Currency Lender Stated Maximum Borrowing Amounts under all Local Currency Facilities to which such Lender is a party. After giving effect to any such reduction in Local Currency Lender Maximum Borrowing Amounts, the Local Currency Facility Maximum Borrowing Amount with respect to each Local Currency Facility shall in turn be reduced to an amount equal to the aggregate of the Local Currency Lender Maximum Borrowing Amounts of all Local Currency Lenders party to such Local Currency Facility. Reductions in Local Currency Lender Maximum Borrowing Amounts and Local Currency Facility Maximum Borrowing Amounts pursuant to this paragraph (c) shall be effective until the amount thereof shall be recalculated by the Administrative Agent on the next succeeding Reset Date or Borrowing Date, and shall not be deemed to reduce the stated amount of any Commitment of any Local Currency Lender in respect of any Local Currency Facility.
(d) If, on any Reset Date or Borrowing Date (after giving effect to (i) any Loans to be made or repaid on such date, (ii) any amendment, supplement or other modification to any Local Currency Facility effective on such date of which the Administrative Agent has received notice and (iii) any changes in any Local Currency Lender Maximum Borrowing Amounts effected pursuant to Section 3.2(c) on such date), the aggregate outstanding principal amount of the US$ Loans exceeds the US$ Facility Overage (the amount of such excess, the “US$ Facility Excess”), then the Local Currency Facility Maximum Borrowing Amount under each Local Currency Facility shall be reduced on such date by an amount equal to the product of such US$ Facility Excess times a fraction the numerator of which shall equal the Local Currency Facility Stated Maximum Borrowing Amount under such Local Currency Facility and the denominator of which shall equal the aggregate of the Local Currency Facility Stated Maximum Borrowing Amounts with respect to all Local Currency Facilities. Each such reduction in the Local Currency Facility Maximum Borrowing Amount under a Local Currency Facility shall in turn reduce the respective Local Currency Lender Maximum Borrowing Amounts of each Local Currency Lender party to such Local Currency Facility, pro rata on the basis of the respective Local Currency Lender Stated Maximum Borrowing Amounts of such Lenders. Reductions in Local Currency Facility Maximum Borrowing Amounts and Local Currency Lender Maximum Borrowing Amounts pursuant to this paragraph (d) shall be effective until the amount thereof shall be recalculated by the Administrative Agent on the next succeeding Reset Date or Borrowing Date, and shall not be deemed to reduce the stated amount of any Commitment of any Local Currency Lender in respect of any Local Currency Facility.
(e) If, on any Reset Date, the US$ Equivalent of the Local Currency Loans outstanding under a Local Currency Facility exceeds an amount equal to 105% of the Local Currency Facility Maximum Borrowing Amount with respect thereto (after giving effect to any reductions therein effected pursuant to Section 3.2(c) or (d) on such date), then the relevant Borrower shall, within three Business Days after notice thereof from the Administrative Agent, (i) increase the Local Currency Facility Stated Maximum Borrowing Amount with respect to such Local Currency Facility in accordance with Section 3.1(e) and/or (ii) prepay such Local Currency Loans in accordance with the terms of the relevant Local Currency Facilities in an aggregate amount such that, after giving effect thereto, (x) the US$ Equivalent of all such Local Currency Loans shall be equal to or less than such Local Currency Facility Maximum Borrowing Amount and (y) the US$ Equivalent of the Local Currency Loans of each relevant Local Currency Lender shall be equal to or less than such Local Currency Lender’s Local Currency Lender Maximum Borrowing Amount with respect to such Local Currency Facility.
(f) If, on any Reset Date, the Aggregate Outstanding Revolving Extensions of Credit of any Lender exceed an amount equal to 105% of such Lender’s Revolving Credit Commitment, then, within three Business Days after notice thereof from the Administrative Agent, IBM shall prepay and/or cause the Subsidiary Borrowers to prepay the Loans in accordance with this Agreement or the relevant Local Currency Facilities, as the case may be, in an aggregate amount such that, after giving effect thereto, the Aggregate Outstanding Revolving Extensions of Credit of such Lender shall be equal to or less than such Lender’s Revolving Credit Commitment.
(g) The Administrative Agent shall promptly notify the relevant Lenders of the amount of any reductions in Local Currency Facility Maximum Borrowing Amounts or Local Currency Lender Maximum Borrowing Amounts, and the amount of any prepayments, required pursuant to paragraph (c), (d), (e) or (f) of this Section 3.2.
Appears in 3 contracts
Samples: Five Year Credit Agreement (International Business Machines Corp), Five Year Credit Agreement (International Business Machines Corp), 5 Year Credit Agreement (International Business Machines Corp)
Currency Fluctuations, etc. (a) No Not later than 2:00 P.M.1:00 p.m., New York City time, on each Calculation Date, the Administrative Agent shall (i) determine the Exchange Rate as of such Calculation Date with respect to each Local Currency covered by a Local Currency Facility Addendum and (ii) give notice thereof to the Lenders, IBM the Company and the relevant BorrowersBorrowing Subsidiaries. Except as otherwise provided in Section 3.3, the The Exchange Rates so determined shall become effective on the first Business Day immediately following the relevant Calculation Date (a “"Reset Date”") and shall remain effective until the next succeeding Reset Date.
(b) No Not later than 2:00 P.M.5:00 p.m., New York City time, on each Reset Date and each Borrowing Date, the Administrative Agent shall (i) determine the US$ Dollar Equivalent of the Local Currency Loans then outstanding under each Local Currency Facility (after giving effect to any Local Currency Loans to be made or repaid on such date) and (ii) notify the Lenders, IBM the Company and the relevant Borrowers Borrowing Subsidiaries of the results of such determination.
(c) If, on any Reset Date or any Borrowing Date (after giving effect to (i) any Loans to be made or repaid on such date and (ii) any amendment, supplement or other modification to any Local Currency Facility Addendum effective on such date of which the Administrative Agent has received notice), the Aggregate Outstanding US$ Revolving aggregate outstanding Dollar Standby Extensions of Credit of any Lender exceed exceeds the US$ Revolving Dollar Standby Credit Overage of such Lender (the amount of such excess, excess being called the “US$ Revolving "Dollar Standby Credit Excess”"), then the such Lender's Local Currency Lender Maximum Borrowing Amount under each Local Currency Facility Addendum to which such Lender is a party shall be reduced on such date by an amount equal to the product of such US$ Revolving Dollar Standby Credit Excess times a fraction the numerator of which shall equal the Local Currency Lender Stated Maximum Borrowing Amount under such Local Currency Facility Addendum and the denominator of which shall equal the aggregate of the Local Currency Lender Stated Maximum Borrowing Amounts under all Local Currency Facilities to which of such Lender is a partyLender. After giving effect to any such reduction in Local Currency Lender Maximum Borrowing Amounts, the Local Currency Facility Maximum Borrowing Amount with respect to each Local Currency Facility Addendum shall in turn be reduced to an amount equal to the aggregate of the Local Currency Lender Maximum Borrowing Amounts of all Local Currency Lenders party to such Local Currency FacilityAddendum. Reductions in Local Currency Facility Maximum Borrowing Amounts and Local Currency Lender Maximum Borrowing Amounts and Local Currency Facility Maximum Borrowing Amounts pursuant to this paragraph (cSection 2.22(c) shall be effective until the amount thereof shall be recalculated by the Administrative Agent on the next succeeding Reset Date or Borrowing Date, and shall not be deemed to reduce the stated amount of any Commitment commitment of any Local Currency Lender in respect of any Local Currency FacilityAddendum.
(d) If, on any Reset Date or Borrowing Date (after giving effect to (i) any Loans to be made or repaid on such date, (ii) any amendment, supplement or other modification to any Local Currency Facility Addendum effective on such date of which the Administrative Agent has received notice and (iii) any changes reduction in any the Local Currency Lender Facility Maximum Borrowing Amounts effected pursuant to Section 3.2(c2.22(c) effective on such date), the sum of (A) the aggregate outstanding principal amount Dollar Standby Extensions of Credit of all the US$ Loans exceeds Lenders and (B) the US$ aggregate Competitive Loan Exposures exceed the Dollar Facility Overage (the amount of such excess, excess being called the “US$ "Dollar Facility Excess”"), then the Local Currency Facility Maximum Borrowing Amount under each Local Currency Facility Addendum shall be reduced on such date by an amount equal to the product of such US$ Dollar Facility Excess times a fraction the numerator of which shall equal the Local Currency Facility Stated Maximum Borrowing Amount under such Local Currency Facility Addendum and the denominator of which shall equal the aggregate of the Local Currency Facility Stated Maximum Borrowing Amounts with respect to all Local Currency FacilitiesAddenda. Each such reduction in the Local Currency Facility Maximum Borrowing Amount under a Local Currency Facility Addendum shall in turn reduce the respective Local Currency Lender Maximum Borrowing Amounts of each Local Currency Lender party to such Local Currency FacilityAddendum, pro rata on the basis of the respective Local Currency Lender Stated Maximum Borrowing Amounts of such LendersLocal Currency Lenders immediately prior to such reduction. Reductions in Local Currency Facility Maximum Borrowing Amounts and Local Currency Lender Maximum Borrowing Amounts pursuant to this paragraph (dSection 2.22(d) shall be effective until the amount thereof shall be recalculated by the Administrative Agent on the next succeeding Reset Date or Borrowing Date, and shall not be deemed to reduce the stated amount of any Commitment commitment of any Local Currency Lender in respect of any Local Currency FacilityAddendum.
(e) If, on any Reset Date, the US$ Dollar Equivalent of the Local Currency Loans outstanding under a Local Currency Facility Addendum exceeds an amount equal to 105% of the Local Currency Facility Maximum Borrowing Amount with respect thereto (after giving effect to any reductions therein effected pursuant to Section 3.2(c2.22(c) or (d) on such date), then the relevant Borrower shall, within three Business Days after notice thereof from the Administrative Agent, (i) increase the Local Currency Facility Stated Maximum Borrowing Amount with respect to such Local Currency Facility in accordance with Section 3.1(e2.21(e) and/or (ii) prepay such Local Currency Loans Loans, in accordance with the terms of the relevant Local Currency Facilities either case in an aggregate amount such that, after giving effect thereto, (x) the US$ Dollar Equivalent of all such Local Currency Loans shall be equal to or less than such Local Currency Facility Maximum Borrowing Amount and (y) the US$ Dollar Equivalent of the Local Currency Loans of each relevant Local Currency Lender shall be equal to or less than such Local Currency Lender’s 's Local Currency Lender Maximum Borrowing Amount with respect to such Local Currency FacilityAddendum.
(f) If, on any Reset Date, the Aggregate Outstanding Revolving Extensions of Standby Credit Exposure of any Lender exceed an amount equal to exceeds 105% of such Lender’s Revolving Credit 's Commitment, then, within three Business Days after notice thereof from the Administrative Agent, IBM the Company shall prepay and/or cause the Subsidiary Borrowers relevant Borrowing Subsidiaries to prepay the Loans in accordance with this Agreement or the relevant Local Currency Facilities, as the case may beAgreement, in an aggregate amount such that, after giving effect thereto, the Aggregate Outstanding Revolving Extensions of Standby Credit Exposure of such Lender shall be equal to or less than such Lender’s Revolving 's Standby Credit Commitment.
(g) The Administrative Agent shall promptly notify the relevant Lenders of the amount of any reductions in Local Currency Facility Maximum Borrowing Amounts or Local Currency Lender Maximum Borrowing Amounts, and the amount of any prepayments, Amounts required pursuant to paragraph (c), (d), (e) or (f) of this Section 3.22.22.
Appears in 2 contracts
Samples: Five Year Competitive Advance and Revolving Credit Facility Agreement (Hartford Financial Services Group Inc/De), Five Year Competitive Advance and Revolving Credit Facility Agreement (Hartford Financial Services Group Inc/De)
Currency Fluctuations, etc. (a) No later than 2:00 P.M., New York City time, on each Foreign Calculation Date, the Administrative Agent shall (i) determine the Foreign Exchange Rate as of such Foreign Calculation Date with respect to each Local Foreign Currency covered by a Local Foreign Currency Facility Subfacility and (ii) give notice thereof to the Lenders, IBM relevant Banks and the relevant BorrowersChrysler. Except as otherwise provided in Section 3.3, the The Foreign Exchange Rates so determined shall become effective on the first Business Day immediately following the relevant Foreign Calculation Date (a “"Foreign Reset Date”") and shall remain effective until the next succeeding Foreign Reset Date. If on any Foreign Calculation Date a Foreign Exchange Rate cannot be determined with respect to any Foreign Currency, such Foreign Exchange Rate shall remain at the applicable rate effective as of the most recent Foreign Reset Date with respect to which such Foreign Exchange Rate was available until such Foreign Exchange Rate can once again be determined.
(b) No later than 2:00 P.M., New York City time, on each Foreign Reset Date and each Borrowing Date, the Administrative Agent shall (i) determine the US$ Equivalent of the Local Foreign Currency Loans then outstanding under each Local Foreign Currency Facility Subfacility (after giving effect to any Local Foreign Currency Loans to be made or repaid on such date) and (ii) notify the Lenders, IBM relevant Banks and the relevant Borrowers Chrysler of the results of such determination.
(c) If, on any Foreign Reset Date or any Borrowing Date (after giving effect to (i) any Loans to be made or repaid on such date and (ii) any amendment, supplement or other modification to any Local Foreign Currency Facility Subfacility effective on such date of which the Administrative Agent has received notice), the Aggregate Outstanding US$ Revolving U.S./Foreign Extensions of Credit of any Lender Bank exceed 105% of the US$ Revolving Credit Overage U.S. Commitment of such Lender (the amount of such excessBank, the “US$ Revolving Credit Excess”)then, then the Local Currency Lender Maximum Borrowing Amount under each Local Currency Facility within ten Business Days after notice thereof to which such Lender is a party shall be reduced on such date by an amount equal to the product of such US$ Revolving Credit Excess times a fraction the numerator of which shall equal the Local Currency Lender Stated Maximum Borrowing Amount under such Local Currency Facility and the denominator of which shall equal the aggregate of the Local Currency Lender Stated Maximum Borrowing Amounts under all Local Currency Facilities to which such Lender is a party. After giving effect to any such reduction in Local Currency Lender Maximum Borrowing Amounts, the Local Currency Facility Maximum Borrowing Amount with respect to each Local Currency Facility shall in turn be reduced to an amount equal to the aggregate of the Local Currency Lender Maximum Borrowing Amounts of all Local Currency Lenders party to such Local Currency Facility. Reductions in Local Currency Lender Maximum Borrowing Amounts and Local Currency Facility Maximum Borrowing Amounts pursuant to this paragraph (c) shall be effective until the amount thereof shall be recalculated by Chrysler from the Administrative Agent on Agent, Chrysler shall cause the next succeeding Reset Date or Borrowing Date, and shall not be deemed relevant Foreign Borrower to reduce the stated Aggregate Foreign Extensions of Credit of such Bank in an amount such that, after giving effect thereto, the Aggregate U.S./Foreign Extensions of any Credit of such Bank shall be equal to or less than the U.S. Commitment of any Local Currency Lender in respect of any Local Currency Facilitysuch Bank.
(d) If, on any Foreign Reset Date or any Borrowing Date (after giving effect to (i) any Foreign Currency Loans to be made or repaid on such date, date and (ii) any amendment, supplement or other modification to any Local Foreign Currency Facility Subfacility effective on such date of which the Administrative Agent has received notice and (iii) any changes in any Local Currency Lender Maximum Borrowing Amounts effected pursuant to Section 3.2(c) on such datenotice), the aggregate outstanding principal amount of the US$ Loans exceeds the US$ Facility Overage (the amount of such excess, the “US$ Facility Excess”), then the Local Currency Facility Maximum Borrowing Amount under each Local Currency Facility shall be reduced on such date by an amount equal to the product of such US$ Facility Excess times a fraction the numerator of which shall equal the Local Currency Facility Stated Maximum Borrowing Amount under such Local Currency Facility and the denominator of which shall equal the aggregate of the Local Currency Facility Stated Maximum Borrowing Amounts with respect to all Local Currency Facilities. Each such reduction in the Local Currency Facility Maximum Borrowing Amount under a Local Currency Facility shall in turn reduce the respective Local Currency Lender Maximum Borrowing Amounts of each Local Currency Lender party to such Local Currency Facility, pro rata on the basis of the respective Local Currency Lender Stated Maximum Borrowing Amounts of such Lenders. Reductions in Local Currency Facility Maximum Borrowing Amounts and Local Currency Lender Maximum Borrowing Amounts pursuant to this paragraph (d) shall be effective until the amount thereof shall be recalculated by the Administrative Agent on the next succeeding Reset Date or Borrowing Date, and shall not be deemed to reduce the stated amount of any Commitment of any Local Currency Lender in respect of any Local Currency Facility.
(e) If, on any Reset Date, the US$ Equivalent of the Local Foreign Currency Loans made by any Bank outstanding under any Foreign Currency Subfacility to which such Bank is a Local Currency Facility party exceeds an amount equal to 105% of the Local Foreign Currency Facility Subfacility Maximum Borrowing Amount of such Bank with respect thereto (after giving effect to any reductions therein effected pursuant to Section 3.2(c) or (d) on such date)thereto, then Chrysler shall cause the relevant Borrower shallForeign Borrower, within three ten Business Days after notice thereof to Chrysler from the Administrative Agent, to (i) increase the Local Foreign Currency Facility Stated Subfacility Maximum Borrowing Amount of such Bank with respect to such Local Foreign Currency Facility Subfacility (subject to the approval of such Bank) in accordance with Section 3.1(esubsection 11.1(e) and/or (ii) prepay such Local Foreign Currency Loans in accordance with the terms of the relevant Local such Foreign Currency Facilities in an aggregate amount such that, after giving effect thereto, (x) the US$ Equivalent of all such Local Currency Loans shall be equal to or less than such Local Currency Facility Maximum Borrowing Amount and (y) the US$ Equivalent of the Local Currency Loans of each relevant Local Currency Lender shall be equal to or less than such Local Currency Lender’s Local Currency Lender Maximum Borrowing Amount with respect to such Local Currency Facility.
(f) If, on any Reset Date, the Aggregate Outstanding Revolving Extensions of Credit of any Lender exceed an amount equal to 105% of such Lender’s Revolving Credit Commitment, then, within three Business Days after notice thereof from the Administrative Agent, IBM shall prepay and/or cause the Subsidiary Borrowers to prepay the Loans in accordance with this Agreement or the relevant Local Currency Facilities, as the case may be, Subfacility in an aggregate amount such that, after giving effect thereto, the Aggregate Outstanding Revolving Extensions of Credit US$ Equivalent of such Lender Foreign Currency Loans shall be equal to or less than such Lender’s Revolving Credit CommitmentBank's Foreign Currency Subfacility Maximum Borrowing Amount with respect to such Foreign Currency Subfacility.
(ge) The Administrative Agent shall promptly notify the relevant Lenders of the amount furnish each affected Bank with a copy of any reductions notice described in Local Currency Facility Maximum Borrowing Amounts or Local Currency Lender Maximum Borrowing Amounts, and the amount of any prepayments, required pursuant to paragraph (c), (d), (esubsection 11.2(c) or (f11.2(d) of this Section 3.2which has been delivered to Chrysler by the Administrative Agent.
Appears in 1 contract
Currency Fluctuations, etc. (a) No later than 2:00 P.M., New York City time, on each Calculation Date, the Administrative Agent shall (i) determine the Exchange Rate as of such Calculation Date with respect to each Local Currency covered by a Local Currency Facility and (ii) give notice thereof to the Lenders, IBM and the relevant Borrowers. Except as otherwise provided in Section 3.3, the Exchange Rates so determined shall become effective on the first Business Day immediately following the relevant Calculation Date (a “Reset Date”) and shall remain effective until the next succeeding Reset Date.
(b) No later than 2:00 P.M., New York City time, on each Reset Date and each Borrowing Date, the Administrative Agent shall (i) determine the US$ Equivalent of the Local Currency Loans then outstanding under each Local Currency Facility (after giving effect to any Local Currency Loans to be made or repaid on such date) and (ii) notify the Lenders, IBM and the relevant Borrowers of the results of such determination.
(c) If, on any Reset Date or the date of any Borrowing Date (after giving effect to (i) any Loans to be made or repaid on such date and (ii) any amendment, supplement or other modification to any Local Alternate Currency Facility Addendum effective on such date of which the Administrative Agent has received notice), the Aggregate Outstanding US$ Revolving aggregate outstanding Standby Extensions of Credit of any Lender exceed the US$ Revolving Standby Credit Overage of such Lender (the amount of such excess, excess being called the “US$ Revolving "Standby Credit Excess”"), then the Local Administrative Agent shall promptly notify the Company of such Standby Credit Excess. Within three Business Days after receiving such notice (during which time the Lenders shall not make any further Loans hereunder), the Company may (i) prepay, or deposit cash in the Prepayment Account to be held for the prepayment of, Loans other than Alternate Currency Loans (or cause any Borrower to prepay, or deposit cash in the Prepayment Account for the prepayment of, any Loans other than Alternate Currency Loans made to it) and/or (ii) as indicated in a telecopy notice (or telephone notice promptly confirmed by telecopy) to the Administrative Agent, reduce the Alternate Currency Lender Maximum Borrowing Amount with respect to any one or more Alternate Currency Addenda (and prepay, or deposit cash in the Prepayment Account to be held for the prepayment of, Alternate Currency Loans to the extent required as a result of such reduction), so that the aggregate amount under clauses (i) and (ii) equals or exceeds and thereby eliminates such Standby Credit Excess. To the extent the Company does not so eliminate such Standby Credit Excess by such third Business Day, such Lender's Alternate Currency Lender Maximum Borrowing Amount under each Local Alternate Currency Facility Addendum to which such Lender is a party shall be reduced on such date third Business Day by an amount equal to the product of such US$ Revolving Standby Credit Excess times a fraction the numerator of which shall equal the Local Alternate Currency Lender Stated Maximum Borrowing Amount of such Lender under such Local Alternate Currency Facility Addendum and the denominator of which shall equal the aggregate of all the Local Alternate Currency Lender Stated Maximum Borrowing Amounts under all Local Currency Facilities to which of such Lender is a partywith respect to all Alternate Currency Addenda. After giving effect to any such reduction in Local Alternate Currency Lender Maximum Borrowing Amounts, the Local Alternate Currency Facility Maximum Borrowing Amount with respect to each Local Alternate Currency Facility Addendum shall in turn be reduced to an amount equal to the aggregate of the Local Alternate Currency Lender Maximum Borrowing Amounts of all Local Currency Lenders party to such Local Alternate Currency FacilityAddendum. Reductions in Local Alternate Currency Lender Facility Maximum Borrowing Amounts and Local Alternate Currency Facility Lender Maximum Borrowing Amounts pursuant to this paragraph (c) shall be effective only until the amount thereof such amounts shall be recalculated by the Administrative Agent or the Alternative Currency Agent, as applicable, on the next succeeding Reset Date or Borrowing Datedate of a Borrowing, and shall not be deemed to permanently reduce the stated amount of any Commitment commitment of any Local Alternate Currency Lender in respect of any Local Alternate Currency FacilityAddendum. Such amounts may be reinstated if such Standby Credit Excess no longer exists on the next Reset Date.
(db) If, on any Reset Date or date of a Borrowing Date (after giving effect to (i) any Loans to be made or repaid on such date, (ii) any amendment, supplement or other modification to any Local Alternate Currency Facility Addendum effective on such date of which the Administrative Agent has received notice and (iii) any changes reduction in any Local the Alternate Currency Lender Facility Maximum Borrowing Amounts effected pursuant to Section 3.2(cparagraph (a) above effective on such date), the sum of (A) the aggregate outstanding principal amount Standby Extensions of Credit of all the US$ Loans Lenders and (B) the aggregate Competitive Loan Exposures of all Lenders exceeds the US$ Facility Overage (the amount of such excess, excess being called the “US$ "Facility Excess”"), then the Local Administrative Agent shall promptly notify the Company of such Facility Excess. Within three Business Days after receiving such notice (during which time the Lenders shall not make any further Loans hereunder), the Company may (i) prepay, or deposit cash in the Prepayment Account to be held for the prepayment of, Loans other than Alternate Currency Loans (or cause any Borrower to prepay, or deposit cash in the Prepayment Account for the prepayment of, any Loans other than Alternate Currency Loans made to it) and/or (ii) as indicated in a telecopy notice (or telephone notice promptly confirmed by telecopy) to the Administrative Agent, reduce the Alternate Currency Facility Maximum Borrowing Amount with respect to any one or more Alternate Currency Addenda (and prepay, or deposit cash in the Prepayment Account to be held for the prepayment of, Alternate Currency Loans to the extent required as a result of such reduction), so that the aggregate amount under clauses (i) and (ii) equals or exceeds and thereby eliminates such Facility Excess. To the extent the Company does not so eliminate such Facility Excess by such third Business Day, then the Alternate Currency Facility Maximum Borrowing Amount under each Local Alternate Currency Facility Addendum shall be reduced on such date third Business Day by an amount equal to the product of such US$ Facility Excess times a fraction the numerator of which shall equal the Local Alternate Currency Facility Stated Maximum Borrowing Amount under such Local Alternate Currency Facility Addendum and the denominator of which shall equal the aggregate of the Local Alternate Currency Facility Stated Maximum Borrowing Amounts with respect to all Local Alternate Currency FacilitiesAddenda. Each such reduction in the Local Alternate Currency Facility Maximum Borrowing Amount under a Local an Alternate Currency Facility Addendum shall in turn reduce the respective Local Alternate Currency Lender Maximum Borrowing Amounts of each Local Alternate Currency Lender party to such Local Alternate Currency FacilityAddendum, pro rata on the basis of the respective Local Alternate Currency Lender Stated Maximum Borrowing Amounts of such LendersAlternate Currency Lenders immediately prior to such reduction. Reductions in Local Alternate Currency Facility Maximum Borrowing Amounts and Local Alternate Currency Lender Maximum Borrowing Amounts pursuant to this paragraph (d) shall be effective only until the amount thereof such amounts shall be recalculated by the Administrative Agent or the Alternative Currency Agent, as applicable, on the next succeeding Reset Date or Borrowing Datedate of a Borrowing, and shall not be deemed to permanently reduce the stated amount of any Commitment commitment of any Local Alternate Currency Lender in respect of any Local Alternate Currency FacilityAddendum. Such amounts may be reinstated if such Facility Excess no longer exists on the next Reset Date.
(ec) If, If on any Reset Date, the US$ Dollar Equivalent of the Local all Alternate Currency Loans outstanding under a Local any Alternate Currency Facility Addendum exceeds an amount equal to 105% of the Local Alternate Currency Facility Maximum Borrowing Amount with respect thereto (after giving effect to any reductions therein effected pursuant to Section 3.2(cparagraphs (a) or and (db) above on such date), then ) the relevant Borrower shall, within three Business Days after notice thereof from the Administrative Agent, shall on such Reset Date (i) increase the Local Alternate Currency Facility Stated Maximum Borrowing Amount with respect to such Local Alternate Currency Facility in accordance with Section 3.1(e) 10.02, and/or (ii) prepay such Local prepay, or deposit cash in the Prepayment Account to be held for the prepayment of, Alternate Currency Loans in accordance with the terms of the relevant Local Currency Facilities in an aggregate amount such so that, after giving effect theretoto clauses (i) and (ii), (x) the US$ Dollar Equivalent of all such Local Alternate Currency Loans shall be equal to or less than such Local Alternate Currency Facility Maximum Borrowing Amount and (y) the US$ Dollar Equivalent of the Local Alternate Currency Loans of each relevant Local Alternate Currency Lender shall be equal to or less than such Local Alternate Currency Lender’s Local 's Alternate Currency Lender Maximum Borrowing Amount with respect to such Local Alternate Currency FacilityAddendum.
(f) If, on any Reset Date, the Aggregate Outstanding Revolving Extensions of Credit of any Lender exceed an amount equal to 105% of such Lender’s Revolving Credit Commitment, then, within three Business Days after notice thereof from the Administrative Agent, IBM shall prepay and/or cause the Subsidiary Borrowers to prepay the Loans in accordance with this Agreement or the relevant Local Currency Facilities, as the case may be, in an aggregate amount such that, after giving effect thereto, the Aggregate Outstanding Revolving Extensions of Credit of such Lender shall be equal to or less than such Lender’s Revolving Credit Commitment.
(gd) The Administrative Agent or the Alternative Currency Agent, as applicable, shall promptly notify the relevant Lenders of the amount of any reductions in Local Alternate Currency Facility Maximum Borrowing Amounts or Local Alternate Currency Lender Maximum Borrowing Amounts, and the amount of any prepayments, Amounts required pursuant to paragraph (c), (d), (e) or (f) of this Section 3.22.24.
Appears in 1 contract
Samples: Competitive Advance and Revolving Credit Facility Agreement (Readers Digest Association Inc)
Currency Fluctuations, etc. (a) No Not later than 2:00 P.M.1:00 p.m., New York City time, on each Calculation Date, the Administrative Paying Agent shall (i) determine the Exchange Rate as of such Calculation Date with respect to (x) each Local Currency covered by a Local Currency Facility Multicurrency in which then outstanding Loans or Letters of Credit are denominated and (ii) give notice thereof to the Lenders, IBM Lenders and the relevant BorrowersBorrower. Except as otherwise provided in Section 3.3, the The Exchange Rates so determined shall become effective on the first Business Day immediately following the relevant Calculation Date (a “Reset Date”) and shall remain effective until the next succeeding Reset Date.
(b) No Not later than 2:00 P.M.5:00 p.m., New York City time, on each Reset Date and each Borrowing Date, the Administrative Paying Agent shall (i) determine the US$ Dollar Equivalent of the Local Currency aggregate principal amount of the Loans then and LC Exposure at such time outstanding under each Local Currency Facility in any Multicurrency (after giving effect to any Local Currency Loans in such Multicurrency to be made or repaid on such date and any Letter of Credit in such Multicurrency to be issued on such date) (the “Outstanding Multicurrency Amount”) and (ii) notify the Lenders, IBM relevant Lenders and the relevant Borrowers Borrower of the results of such determination.
(c) If, on any Reset Date or any Borrowing Date (after giving effect to (i) any Loans to be made or repaid on such date and (ii) any amendment, supplement or other modification to any Local Currency Facility effective on such date of which the Administrative Agent has received notice), the Aggregate Outstanding US$ Revolving Extensions of Credit of any Lender exceed the US$ Revolving Credit Overage of such Lender (the amount of such excess, the “US$ Revolving Credit Excess”), then the Local Currency Lender Maximum Borrowing Amount under each Local Currency Facility to which such Lender is a party shall be reduced on such date by an amount equal to the product of such US$ Revolving Credit Excess times a fraction the numerator of which shall equal the Local Currency Lender Stated Maximum Borrowing Amount under such Local Currency Facility and the denominator of which shall equal the aggregate of the Local Currency Lender Stated Maximum Borrowing Amounts under all Local Currency Facilities to which such Lender is a party. After giving effect to any such reduction in Local Currency Lender Maximum Borrowing Amounts, the Local Currency Facility Maximum Borrowing Amount with respect to each Local Currency Facility shall in turn be reduced to an amount equal to the aggregate of the Local Currency Lender Maximum Borrowing Amounts of all Local Currency Lenders party to such Local Currency Facility. Reductions in Local Currency Lender Maximum Borrowing Amounts and Local Currency Facility Maximum Borrowing Amounts pursuant to this paragraph (c) shall be effective until the amount thereof shall be recalculated by the Administrative Agent on the next succeeding Reset Date or Borrowing Date, and shall not be deemed to reduce the stated amount of any Commitment of any Local Currency Lender in respect of any Local Currency Facility.
(d) If, on any Reset Date or Borrowing Date (after giving effect to (i) any Loans to be made or repaid on such date, (ii) any amendment, supplement or other modification to any Local Currency Facility effective on such date of which the Administrative Agent has received notice and (iii) any changes in any Local Currency Lender Maximum Borrowing Amounts effected pursuant to Section 3.2(c) on such date), the aggregate outstanding principal amount of the US$ Loans exceeds the US$ Facility Overage (the amount of such excess, the “US$ Facility Excess”), then the Local Currency Facility Maximum Borrowing Amount under each Local Currency Facility shall be reduced on such date by an amount equal to the product of such US$ Facility Excess times a fraction the numerator of which shall equal the Local Currency Facility Stated Maximum Borrowing Amount under such Local Currency Facility and the denominator of which shall equal the aggregate of the Local Currency Facility Stated Maximum Borrowing Amounts with respect to all Local Currency Facilities. Each such reduction in the Local Currency Facility Maximum Borrowing Amount under a Local Currency Facility shall in turn reduce the respective Local Currency Lender Maximum Borrowing Amounts of each Local Currency Lender party to such Local Currency Facility, pro rata on the basis of the respective Local Currency Lender Stated Maximum Borrowing Amounts of such Lenders. Reductions in Local Currency Facility Maximum Borrowing Amounts and Local Currency Lender Maximum Borrowing Amounts pursuant to this paragraph (d) shall be effective until the amount thereof shall be recalculated by the Administrative Agent on the next succeeding Reset Date or Borrowing Date, and shall not be deemed to reduce the stated amount of any Commitment of any Local Currency Lender in respect of any Local Currency Facility.
(e) If, If on any Reset Date, the US$ Equivalent sum of the Local Currency Loans outstanding under a Local Currency Facility Outstanding Multicurrency Amount plus all other Credit Exposure exceeds an amount equal to 105% of the Local Currency Facility Maximum Borrowing Amount with respect thereto (after giving effect to any reductions therein effected pursuant to Section 3.2(c) or (d) on such date)aggregate amount of the Commitments, then the relevant Borrower shall, within three Business Days after notice thereof from the Administrative Payment Agent, prepay (i) increase the Local Currency Facility Stated Maximum Borrowing Amount with respect to such Local Currency Facility in accordance with Section 3.1(e) and/or (ii) prepay such Local Currency Loans in accordance with the terms of the relevant Local Currency Facilities in an aggregate amount such that, after giving effect thereto, (x) the US$ Equivalent of all such Local Currency Loans shall be equal to any Multicurrency or less than such Local Currency Facility Maximum Borrowing Amount and (y) the US$ Equivalent of the Local Currency Loans of each relevant Local Currency Lender shall be equal to or less than such Local Currency Lender’s Local Currency Lender Maximum Borrowing Amount with respect to such Local Currency Facility.
(f) If, on any Reset Date, the Aggregate Outstanding Revolving Extensions of Credit of any Lender exceed an amount equal to 105% of such Lender’s Revolving Credit Commitment, then, within three Business Days after notice thereof from the Administrative Agent, IBM shall prepay and/or cause the Subsidiary Borrowers to prepay the Loans in accordance with this Agreement or the relevant Local Currency FacilitiesDollars, as selected by the case may be, Borrower) Loans in an aggregate amount such that, after giving effect thereto, the Aggregate Outstanding Revolving Extensions of total Credit of such Lender Exposure shall be equal to or less than the total Commitments (and in the event that, after such Lender’s Revolving Credit Commitment.
(g) The Administrative prepayment, the Outstanding Multicurrency Amount is more than the total Commitments, the Borrower shall provide cash cover for the difference by paying to the Paying Agent immediately available funds in an amount equal to such difference, which funds shall promptly notify be retained by the Paying Agent in a collateral account as collateral security for the LC Exposure). If any such prepayment of Loans occurs on a day which is not the last day of the then current Interest Period with respect thereto, the Borrower shall pay to the relevant Lenders of the amount of any reductions in Local Currency Facility Maximum Borrowing Amounts or Local Currency Lender Maximum Borrowing Amountssuch amounts, and the amount of any prepaymentsif any, as may be required pursuant to paragraph (c), (d), (e) or (f) of this Section 3.22.18.
Appears in 1 contract
Samples: Five Year Credit Agreement (Genworth Financial Inc)
Currency Fluctuations, etc. (a) No later than 2:00 P.M., New York City time, on each Calculation Date, the Administrative Agent shall (i) determine the Exchange Rate as of such Calculation Date with respect to each Local Currency covered by a Local Currency Facility and (ii) give notice thereof to the Lenders, IBM and the relevant Borrowers. Except as otherwise provided in Section 3.3, the Exchange Rates so determined shall become effective on the first Business Day immediately following the relevant Calculation Date (a “Reset Date”) and shall remain effective until the next succeeding Reset Date.
(b) No later than 2:00 P.M., New York City time, on each Reset Date and each Borrowing Date, the Administrative Agent shall (i) determine the US$ Equivalent of the Local Currency Loans then outstanding under each Local Currency Facility (after giving effect to any Local Currency Loans to be made or repaid on such date) and (ii) notify the Lenders, IBM and the relevant Borrowers of the results of such determination.
(c) If, on any Reset Date or the date of any Borrowing Date (after giving effect to (i) any Loans to be made or repaid on such date and (ii) any amendment, supplement or other modification to any Local Alternate Currency Facility Addendum effective on such date of which the Administrative Agent has received notice), the Aggregate Outstanding US$ Revolving aggregate outstanding Ratable Extensions of Credit of any Lender exceed the US$ Revolving Ratable Credit Overage Availability of such Lender (the amount of such excess, excess being called the “US$ Revolving "Ratable Credit Excess”"), then the Local such Lender's Alternate Currency Lender Maximum Borrowing Amount under each Local Alternate Currency Facility Addendum to which such Lender is a party shall be reduced on such date by an amount equal to the product of such US$ Revolving Ratable Credit Excess times a fraction the numerator of which shall equal the Local Alternate Currency Lender Stated Maximum Borrowing Amount under such Local Alternate Currency Facility Addendum and the denominator of which shall equal the aggregate of all the Local Alternate Currency Lender Stated Maximum Borrowing Amounts under all Local Currency Facilities to which of such Lender is a partyLender. After giving effect to any such reduction in Local Alternate Currency Lender Maximum Borrowing Amounts, the Local Alternate Currency Facility Maximum Borrowing Amount with respect to each Local Alternate Currency Facility Addendum shall in turn be reduced to an amount equal to the aggregate of the Local Alternate Currency Lender Maximum Borrowing Amounts of all Local Currency Lenders party to such Local Alternate Currency FacilityAddendum. Reductions in Local Alternate Currency Lender Facility Maximum Borrowing Amounts and Local Alternate Currency Facility Lender Maximum Borrowing Amounts pursuant to this paragraph (c) shall be effective until the amount thereof shall be recalculated by the Administrative Agent or the Alternate Currency Agent, as applicable, on the next succeeding Reset Date or Borrowing Datedate of a Borrowing, and shall not be deemed to reduce the stated amount of any Commitment commitment of any Local Alternate Currency Lender in respect of any Local Alternate Currency FacilityAddendum.
(db) If, on any Reset Date or date of a Borrowing Date (after giving effect to (i) any Loans to be made or repaid on such date, (ii) any amendment, supplement or other modification to any Local Alternate Currency Facility Addendum effective on such date of which the Administrative Agent has received notice and (iii) any changes reduction in any Local the Alternate Currency Lender Facility Maximum Borrowing Amounts effected pursuant to Section 3.2(cparagraph (a) above effective on such date), the sum of (A) the aggregate outstanding principal amount Ratable Extensions of Credit of all the US$ Loans Lenders and (B) the aggregate Competitive Loan Exposure exceeds the US$ Facility Overage Availability (the amount of such excess, excess being called the “US$ "Facility Excess”"), then the Local Alternate Currency Facility Maximum Borrowing Amount under each Local Alternate Currency Facility Addendum shall be reduced on such date by an amount equal to the product of such US$ Facility Excess times a fraction the numerator of which shall equal the Local Alternate Currency Facility Stated Maximum Borrowing Amount under such Local Alternate Currency Facility Addendum and the denominator of which shall equal the aggregate of the Local Alternate Currency Facility Stated Maximum Borrowing Amounts with respect to all Local Alternate Currency FacilitiesAddenda. Each such reduction in the Local Alternate Currency Facility Maximum Borrowing Amount under a Local an Alternate Currency Facility Addendum shall in turn reduce the respective Local Alternate Currency Lender Maximum Borrowing Amounts of each Local Alternate Currency Lender party to such Local Alternate Currency FacilityAddendum, pro rata on the basis of the respective Local Alternate Currency Lender Stated Maximum Borrowing Amounts of such LendersAlternate Currency Lenders immediately prior to such reduction. Reductions in Local Alternate Currency Facility Maximum Borrowing Amounts and Local Alternate Currency Lender Maximum Borrowing Amounts pursuant to this paragraph (d) shall be effective until the amount thereof shall be recalculated by the Administrative Agent or the Alternate Currency Agent, as applicable, on the next succeeding Reset Date or Borrowing Datedate of a Borrowing, and shall not be deemed to reduce the stated amount of any Commitment commitment of any Local Alternate Currency Lender in respect of any Local Alternate Currency FacilityAddendum.
(ec) If, If on any Reset Date, the US$ Dollar Equivalent of the Local all Alternate Currency Loans outstanding under a Local any Alternate Currency Facility Addendum exceeds an amount equal to 105% of the Local Alternate Currency Facility Maximum Borrowing Amount with respect thereto (after giving effect to any reductions therein effected pursuant to Section 3.2(cparagraphs (a) or and (db) above on such date), then the relevant Borrower shall, within three Business Days after notice thereof from the Administrative Agent, shall on such Reset Date (i) subject to paragraphs (a) and (b) above, increase the Local Alternate Currency Facility Stated Maximum Borrowing Amount with respect to such Local Alternate Currency Facility in accordance with Section 3.1(e) 13.08 and/or (ii) prepay such Local Alternate Currency Loans Loans, in accordance with the terms of the relevant Local Currency Facilities either case in an aggregate amount such that, after giving effect thereto, (x) the US$ Dollar Equivalent of all such Local Alternate Currency Loans shall be equal to or less than such Local Alternate Currency Facility Maximum Borrowing Amount and (y) the US$ Dollar Equivalent of the Local Alternate Currency Loans of each relevant Local Alternate Currency Lender shall be equal to or less than such Local Alternate Currency Lender’s Local 's Alternate Currency Lender Maximum Borrowing Amount with respect to such Local Alternate Currency FacilityAddendum.
(fd) If, If on any Reset Date, the Aggregate Outstanding Revolving Extensions sum of the aggregate Committed Currency Credit Exposures and the aggregate Dollar Equivalent of any Lender exceed an amount equal to all Alternate Currency Loans outstanding exceeds 105% of the Foreign Currency Maximum Amount, the Borrowers shall, on such Lender’s Revolving Credit CommitmentReset Date, then, within three Business Days after notice thereof from the Administrative Agent, IBM shall prepay and/or cause the Subsidiary Borrowers to prepay the Ratable Committed Currency Loans in accordance with this Agreement or the relevant Local and Alternate Currency Facilities, as the case may be, Loans in an aggregate amount such that, after giving effect thereto, the Aggregate Outstanding Revolving Extensions sum of the aggregate Committed Currency Credit Exposures and the aggregate Dollar Equivalent of such Lender all Alternate Currency Loans outstanding shall be equal to or less than such Lender’s Revolving Credit Commitmentthe Foreign Currency Maximum Amount.
(ge) The Administrative Agent or the Alternate Currency Agent, as applicable, shall promptly notify the relevant Lenders of the amount of any reductions in Local Alternate Currency Facility Maximum Borrowing Amounts or Local Alternate Currency Lender Maximum Borrowing Amounts, and the amount of any prepayments, Amounts required pursuant to paragraph (c), (d), (e) or (f) of this Section 3.22.23.
Appears in 1 contract
Currency Fluctuations, etc. (a) No later than 2:00 P.M., New York City time, on each Calculation Date, the Administrative Agent shall (i) determine the Exchange Rate as of such Calculation Date with respect to each Local Currency covered by a Local Currency Facility and (ii) give notice thereof to the Lenders, IBM and the relevant Borrowers. Except as otherwise provided in Section 3.3, the Exchange Rates so determined shall become effective on the first Business Day immediately following the relevant Calculation Date (a “"Reset Date”") and shall remain effective until the next succeeding Reset Date.
(b) No Not later than 2:00 P.M.5:00 p.m., New York City time, on each Reset Date and each Borrowing Date, the Administrative Agent shall (i) determine the US$ Dollar Equivalent of the Local Currency Loans then outstanding under each Local Currency Facility (after giving effect to any Local Currency Loans to be made or repaid on such date) and (ii) notify the Lenders, IBM the Company and the relevant Borrowers Borrowing Subsidiaries of the results of such determination.
(c) If, on any Reset Date or any Borrowing Date (after giving effect to (i) any Loans to be made or repaid on such date and (ii) any amendment, supplement or other modification to any Local Currency Facility Addendum effective on such date of which the Administrative Agent has received notice), the Aggregate Outstanding US$ Revolving aggregate outstanding Dollar Standby Extensions of Credit of any Lender exceed exceeds the US$ Revolving Dollar Standby Credit Overage of such Lender (the amount of such excess, excess being called the “US$ Revolving "Dollar Standby Credit Excess”"), then the such Lender's Local Currency Lender Maximum Borrowing Amount under each Local Currency Facility Addendum to which such Lender is a party shall be reduced on such date by an amount equal to the product of such US$ Revolving Dollar Standby Credit Excess times a fraction the numerator of which shall equal the Local Currency Lender Stated Maximum Borrowing Amount under such Local Currency Facility Addendum and the denominator of which shall equal the aggregate of the Local Currency Lender Stated Maximum Borrowing Amounts under all Local Currency Facilities to which of such Lender is a partyLender. After giving effect to any such reduction in Local Currency Lender Maximum Borrowing Amounts, the Local Currency Facility Maximum Borrowing Amount with respect to each Local Currency Facility Addendum shall in turn be reduced to an amount equal to the aggregate of the Local Currency Lender Maximum Borrowing Amounts of all Local Currency Lenders party to such Local Currency FacilityAddendum. Reductions in Local Currency Facility Maximum Borrowing Amounts and Local Currency Lender Maximum Borrowing Amounts and Local Currency Facility Maximum Borrowing Amounts pursuant to this paragraph (cSection 2.22(c) shall be effective until the amount thereof shall be recalculated by the Administrative Agent on the next succeeding Reset Date or Borrowing Date, and shall not be deemed to reduce the stated amount of any Commitment commitment of any Local Currency Lender in respect of any Local Currency FacilityAddendum.
(d) If, on any Reset Date or Borrowing Date (after giving effect to (i) any Loans to be made or repaid on such date, (ii) any amendment, supplement or other modification to any Local Currency Facility Addendum effective on such date of which the Administrative Agent has received notice and (iii) any changes reduction in any the Local Currency Lender Facility Maximum Borrowing Amounts effected pursuant to Section 3.2(c2.22(c) effective on such date), the sum of (A) the aggregate outstanding principal amount Dollar Standby Extensions of Credit of all the US$ Loans exceeds Lenders, (B) the US$ aggregate L/C Exposures and (C) the aggregate Competitive Loan Exposures exceed the Dollar Facility Overage (the amount of such excess, excess being called the “US$ "Dollar Facility Excess”"), then the Local Currency Facility Maximum Borrowing Amount under each Local Currency Facility Addendum shall be reduced on such date by an amount equal to the product of such US$ Dollar Facility Excess times a fraction the numerator of which shall equal the Local Currency Facility Stated Maximum Borrowing Amount under such Local Currency Facility Addendum and the denominator of which shall equal the aggregate of the Local Currency Facility Stated Maximum Borrowing Amounts with respect to all Local Currency FacilitiesAddenda. Each such reduction in the Local Currency Facility Maximum Borrowing Amount under a Local Currency Facility Addendum shall in turn reduce the respective Local Currency Lender Maximum Borrowing Amounts of each Local Currency Lender party to such Local Currency FacilityAddendum, pro rata on the basis of the respective Local Currency Lender Stated Maximum Borrowing Amounts of such LendersLocal Currency Lenders immediately prior to such reduction. Reductions in Local Currency Facility Maximum Borrowing Amounts and Local Currency Lender Maximum Borrowing Amounts pursuant to this paragraph (dSection 2.22(d) shall be effective until the amount thereof shall be recalculated by the Administrative Agent on the next succeeding Reset Date or Borrowing 38 34 Date, and shall not be deemed to reduce the stated amount of any Commitment commitment of any Local Currency Lender in respect of any Local Currency FacilityAddendum.
(e) If, on any Reset Date, the US$ Dollar Equivalent of the Local Currency Loans outstanding under a Local Currency Facility Addendum exceeds an amount equal to 105% of the Local Currency Facility Maximum Borrowing Amount with respect thereto (after giving effect to any reductions therein effected pursuant to Section 3.2(c2.22(c) or (d) on such date), then the relevant Borrower shall, within three Business Days after notice thereof from the Administrative Agent, (i) increase the Local Currency Facility Stated Maximum Borrowing Amount with respect to such Local Currency Facility in accordance with Section 3.1(e2.21(e) and/or (ii) prepay such Local Currency Loans Loans, in accordance with the terms of the relevant Local Currency Facilities either case in an aggregate amount such that, after giving effect thereto, (x) the US$ Dollar Equivalent of all such Local Currency Loans shall be equal to or less than such Local Currency Facility Maximum Borrowing Amount and (y) the US$ Dollar Equivalent of the Local Currency Loans of each relevant Local Currency Lender shall be equal to or less than such Local Currency Lender’s 's Local Currency Lender Maximum Borrowing Amount with respect to such Local Currency FacilityAddendum.
(f) If, on any Reset Date, the Aggregate Outstanding Revolving Extensions of Standby Credit Exposure of any Lender exceed an amount equal to exceeds 105% of such Lender’s Revolving Credit 's Commitment, then, within three Business Days after notice thereof from the Administrative Agent, IBM the Company shall prepay and/or cause the Subsidiary Borrowers relevant Borrowing Subsidiaries to prepay the Loans in accordance with this Agreement or the relevant Local Currency Facilities, as the case may beAgreement, in an aggregate amount such that, after giving effect thereto, the Aggregate Outstanding Revolving Extensions of Standby Credit Exposure of such Lender shall be equal to or less than such Lender’s Revolving Credit 's Commitment.
(g) The Administrative Agent shall promptly notify the relevant Lenders of the amount of any reductions in Local Currency Facility Maximum Borrowing Amounts or Local Currency Lender Maximum Borrowing Amounts, and the amount of any prepayments, Amounts required pursuant to paragraph (c), (d), (e) or (f) of this Section 3.22.22.
Appears in 1 contract
Currency Fluctuations, etc. (a) No Not later than 2:00 P.M.1:00 p.m., New York City time, on each Calculation Date, the Administrative Agent shall (i) determine the Exchange Rate as of such Calculation Date with respect to each Local Currency covered by a Local Currency Facility Addendum and (ii) give notice thereof to the Lenders, IBM the Company and the relevant BorrowersBorrowing Subsidiaries. Except as otherwise provided in Section 3.3, the The Exchange Rates so determined shall become effective on the first Business Day immediately following the relevant Calculation Date (a “"Reset Date”") and shall remain effective until the next succeeding Reset Date.
(b) No Not later than 2:00 P.M.5:00 p.m., New York City time, on each Reset Date and each Borrowing Date, the Administrative Agent shall (i) determine the US$ Dollar Equivalent of the Local Currency Loans then outstanding under each Local Currency Facility (after giving effect to any Local Currency Loans to be made or repaid on such date) and (ii) notify the Lenders, IBM the Company and the relevant Borrowers Borrowing Subsidiaries of the results of such determination.
(c) If, on any Reset Date or any Borrowing Date (after giving effect to (i) any Loans to be made or repaid on such date, (ii) any Letters of Credit to be issued or to expire on such date, or any L/C Disbursements to be made on such date thereunder, and (iiiii) any amendment, supplement or other modification to any Local Currency Facility Addendum effective on such date of which the Administrative Agent has received notice), the Aggregate Outstanding US$ Revolving sum of (A) aggregate outstanding Dollar Standby Extensions of Credit of any Lender exceed and (B) the US$ Revolving L/C Exposure of such Lender exceeds the Dollar Standby Credit Overage of such Lender (the amount of such excess, excess being called the “US$ Revolving "Dollar Standby Credit Excess”"), then the such Lender's Local Currency Lender Maximum Borrowing Amount under each Local Currency Facility Addendum to which such Lender is a party shall be reduced on such date by an amount equal to the product of such US$ Revolving Dollar Standby Credit Excess times a fraction the numerator of which shall equal the Local Currency Lender Stated Maximum Borrowing Amount under such Local Currency Facility Addendum and the denominator of which shall equal the aggregate of the Local Currency Lender Stated Maximum Borrowing Amounts under all Local Currency Facilities to which of such Lender is a partyLender. After giving effect to any such reduction in Local Currency Lender Maximum Borrowing Amounts, the Local Currency Facility Maximum Borrowing Amount with respect to each Local Currency Facility Addendum shall in turn be reduced to an amount equal to the aggregate of the Local Currency Lender Maximum Borrowing Amounts of all Local Currency Lenders party to such Local Currency FacilityAddendum. Reductions in Local Currency Facility Maximum Borrowing Amounts and Local Currency Lender Maximum Borrowing Amounts pursuant to
(d) If, on any Reset Date or Borrowing Date (after giving effect to (i) any Loans to be made or repaid on such date, (ii) any Letters of Credit to be issued or to expire on such date, or any L/C Disbursements to be made on such date thereunder, (iii) any amendment, supplement or other modification to any Local Currency Addendum effective on such date of which the Administrative Agent has received notice and (iv) any reduction in the Local Currency Facility Maximum Borrowing Amounts pursuant to Section 2.22(c) effective on such date), the sum of (A) the aggregate outstanding Dollar Standby Extensions of Credit of all the Lenders, (B) the aggregate L/C Exposures and (C) the aggregate Competitive Loan Exposures exceeds the Dollar Facility Overage (the amount of such excess being called the "Dollar Facility Excess"), then the Local Currency Facility Maximum Borrowing Amount under each Local Currency Addendum shall be reduced on such date by an amount equal to the product of such Dollar Facility Excess times a fraction the numerator of which shall equal the Local Currency Facility Maximum Borrowing Amount under such Local Currency Addendum and the denominator of which shall equal the aggregate of the Local Currency Facility Maximum Borrowing Amounts with respect to all Local Currency Addenda. Each such reduction in the Local Currency Facility Maximum Borrowing Amount under a Local Currency Addendum shall in turn reduce the respective Local Currency Lender Maximum Borrowing Amounts of each Local Currency Lender party to such Local Currency Addendum, pro rata on the basis of the respective Local Currency Lender Maximum Borrowing Amounts of such Local Currency Lenders immediately prior to such reduction. Reductions in Local Currency Facility Maximum Borrowing Amounts and Local Currency Lender Maximum Borrowing Amounts pursuant to this paragraph (cSection 2.22(d) shall be effective until the amount thereof shall be recalculated by the Administrative Agent on the next succeeding Reset Date or Borrowing Date, and shall not be deemed to reduce the stated amount of any Commitment commitment of any Local Currency Lender in respect of any Local Currency Facility.
(d) If, on any Reset Date or Borrowing Date (after giving effect to (i) any Loans to be made or repaid on such date, (ii) any amendment, supplement or other modification to any Local Currency Facility effective on such date of which the Administrative Agent has received notice and (iii) any changes in any Local Currency Lender Maximum Borrowing Amounts effected pursuant to Section 3.2(c) on such date), the aggregate outstanding principal amount of the US$ Loans exceeds the US$ Facility Overage (the amount of such excess, the “US$ Facility Excess”), then the Local Currency Facility Maximum Borrowing Amount under each Local Currency Facility shall be reduced on such date by an amount equal to the product of such US$ Facility Excess times a fraction the numerator of which shall equal the Local Currency Facility Stated Maximum Borrowing Amount under such Local Currency Facility and the denominator of which shall equal the aggregate of the Local Currency Facility Stated Maximum Borrowing Amounts with respect to all Local Currency Facilities. Each such reduction in the Local Currency Facility Maximum Borrowing Amount under a Local Currency Facility shall in turn reduce the respective Local Currency Lender Maximum Borrowing Amounts of each Local Currency Lender party to such Local Currency Facility, pro rata on the basis of the respective Local Currency Lender Stated Maximum Borrowing Amounts of such Lenders. Reductions in Local Currency Facility Maximum Borrowing Amounts and Local Currency Lender Maximum Borrowing Amounts pursuant to this paragraph (d) shall be effective until the amount thereof shall be recalculated by the Administrative Agent on the next succeeding Reset Date or Borrowing Date, and shall not be deemed to reduce the stated amount of any Commitment of any Local Currency Lender in respect of any Local Currency FacilityAddendum.
(e) If, on any Reset Date, the US$ Dollar Equivalent of the Local Currency Loans outstanding under a Local Currency Facility Addendum exceeds an amount equal to 105% of the Local Currency Facility Maximum Borrowing Amount with respect thereto (after giving effect to any reductions therein effected pursuant to Section 3.2(c2.22(c) or (d) on such date), then the relevant Borrower shall, within three Business Days after notice thereof from the Administrative Agent, (i) increase the Local Currency Facility Stated Maximum Borrowing Amount with respect to such Local Currency Facility in accordance with Section 3.1(e2.21(e) and/or (ii) prepay such Local Currency Loans Loans, in accordance with the terms of the relevant Local Currency Facilities either case in an aggregate amount such that, after giving effect thereto, (x) the US$ Dollar Equivalent of all such Local Currency Loans shall be equal to or less than such Local Currency Facility Maximum Borrowing Amount and (y) the US$ Dollar Equivalent of the Local Currency Loans of each relevant Local Currency Lender shall be equal to or less than such Local Currency Lender’s 's Local Currency Lender Maximum Borrowing Amount with respect to such Local Currency FacilityAddendum.
(f) If, on any Reset Date, the Aggregate Outstanding Revolving Extensions of Standby Credit Exposure of any Lender exceed an amount equal to exceeds 105% of such Lender’s Revolving Credit 's Commitment, then, within three Business Days after notice thereof from the Administrative Agent, IBM the Company shall prepay and/or cause the Subsidiary Borrowers relevant Borrowing Subsidiaries to prepay the Loans in accordance with this Agreement or the relevant Local Currency Facilities, as the case may beAgreement, in an aggregate amount such that, after giving effect thereto, the Aggregate Outstanding Revolving Extensions of Standby Credit Exposure of such Lender shall be equal to or less than such Lender’s Revolving Credit 's Commitment.
(g) The Administrative Agent shall promptly notify the relevant Lenders of the amount of any reductions in Local Currency Facility Maximum Borrowing Amounts or Local Currency Lender Maximum Borrowing Amounts, and the amount of any prepayments, Amounts required pursuant to paragraph (c), (d), (e) or (f) of this Section 3.22.22.
Appears in 1 contract
Currency Fluctuations, etc. (a) No later than 2:00 P.M., New York City time, on each Calculation Date, the Administrative Agent shall (i) determine the Exchange Rate as of such Calculation Date with respect to each Local Currency covered by a Local Currency Facility and (ii) give notice thereof to the Lenders, IBM and the relevant Borrowers. Except as otherwise provided in Section 3.3, the Exchange Rates so determined shall become effective on the first Business Day immediately following the relevant Calculation Date (a “Reset Date”) and shall remain effective until the next succeeding Reset Date.
(b) No later than 2:00 P.M., New York City time, on each Reset Date and each Borrowing Date, the Administrative Agent shall (i) determine the US$ Equivalent of the Local Currency Loans then outstanding under each Local Currency Facility (after giving effect to any Local Currency Loans to be made or repaid on such date) and (ii) notify the Lenders, IBM and the relevant Borrowers of the results of such determination.
(c) If, on any Reset Date or any Borrowing Date (after giving effect to (i) any Loans to be made or repaid on such date and (ii) any amendment, supplement or other modification to any Local Foreign Currency Facility Addendum effective on such date of which the Administrative Agent has received notice), the Aggregate Outstanding US$ Dollar Revolving Extensions of Credit of any Lender exceed Bank exceeds the US$ Dollar Revolving Credit Overage of such Lender Bank (the amount of such excess, the “US$ "Dollar Revolving Credit Excess”"), then the Local Administrative Agent shall promptly notify the Company of such Dollar Revolving Credit Excess. Within three Business Days after receiving such notice (during which time the Banks shall not be obligated to make any further Loans hereunder), the Company may (i) prepay Loans other than Foreign Currency Lender Loans (or cause any Borrower to prepay Loans other than Foreign Currency Loans made to it) and/or (ii) as indicated in a facsimile notice (or telephone notice promptly confirmed by facsimile transmission) to the Administrative Agent, reduce the Foreign Currency Maximum Borrowing Amount with respect to any one or more Foreign Currency Addenda (and prepay Foreign Currency Loans to the extent required as a result of such reduction) so that the aggregate amount under clauses (i) and (ii) equals or exceeds and thereby eliminates such Dollar Revolving Credit Excess. To the extent the Company does not so eliminate such Dollar Revolving Credit Excess by the third Business Day, then such Bank's Foreign Currency Bank Maximum Borrowing Amount under each Local Foreign Currency Facility Addendum to which such Lender Bank is a party shall be reduced on such date third Business Day by an amount equal to the product of such US$ Dollar Revolving Credit Excess times a fraction the numerator of which shall equal the Local Foreign Currency Lender Stated Bank Maximum Borrowing Amount under such Local Foreign Currency Facility Addendum and the denominator of which shall equal the aggregate of the Local all Foreign Currency Lender Stated Bank Maximum Borrowing Amounts of such Bank under all Local Foreign Currency Facilities Addenda to which such Lender it is a party. After giving effect to any such reduction in Local Foreign Currency Lender Bank Maximum Borrowing Amounts, the Local Foreign Currency Facility Maximum Borrowing Amount with respect to each Local Foreign Currency Facility Addendum shall in turn be reduced to an amount equal to the aggregate of the Local Foreign Currency Lender Bank Maximum Borrowing Amounts of all Local Currency Lenders Banks party to such Local Foreign Currency FacilityAddendum. Reductions in Local Foreign Currency Lender Facility Maximum Borrowing Amounts and Local Foreign Currency Facility Bank Maximum Borrowing Amounts pursuant to this paragraph (cSection 2.24(a) shall be effective until the amount thereof shall be recalculated by the Administrative Agent on the next succeeding Reset Date or Borrowing Date, and shall not be deemed to reduce the stated amount of any Commitment commitment of any Local Foreign Currency Lender Bank in respect of any Local Foreign Currency FacilityAddendum, whether or not such Foreign Currency Bank shall at the time by reason of its Foreign Currency Bank Maximum Borrowing Amount be obligated to make Foreign Currency Loans thereunder in the full amount of such commitment.
(db) If, on any Reset Date or Borrowing Date (after giving effect to (i) any Loans to be made or repaid on such date, date and (ii) any amendment, supplement or other modification to any Local Foreign Currency Facility Addendum effective on such date of which the Administrative Agent has received notice and (iii) any changes in any Local Currency Lender Maximum Borrowing Amounts effected pursuant to Section 3.2(c) on such datenotice), the aggregate outstanding principal amount sum of (A) the US$ Loans Aggregate Outstanding Dollar Revolving Extensions of Credit of all the Banks and (B) the Aggregate Competitive Loan Exposure exceeds the US$ Dollar Facility Overage (the amount of such excess, the “US$ "Dollar Facility Excess”"), then the Local Administrative Agent shall promptly notify the Company of such Dollar Facility Excess. Within three Business Days after receiving such notice (during which time the Banks shall not be obligated to make any further Loans hereunder), the Company may (i) prepay Loans other than Foreign Currency Loans (or cause any Borrower to prepay Loans other than Foreign Currency Loans made to it) and/or (ii) as indicated in a facsimile notice (or telephone notice promptly confirmed by facsimile transmission) to the Administrative Agent, reduce the Foreign Currency Facility Maximum Borrowing Amount with respect to any one or more Foreign Currency Addenda (and prepay Foreign Currency Loans to the extent required as a result of such reduction) so that the aggregate amount under clauses (i) and (ii) equals or exceeds and thereby eliminates such Dollar Facility Excess. To the extent the Company does not so eliminate such Dollar Facility Excess by the third Business Day, then the Foreign Currency Facility Maximum Borrowing Amount under each Local Foreign Currency Facility Addendum shall be reduced on such date third Business Day by an amount equal to the product of such US$ Dollar Facility Excess times a fraction the numerator of which shall equal the Local Foreign Currency Facility Stated Maximum Borrowing Amount under such Local Foreign Currency Facility Addendum and the denominator of which shall equal the aggregate of the Local Foreign Currency Facility Stated Maximum Borrowing Amounts with respect to all Local Foreign Currency FacilitiesAddenda. Each such reduction in the Local Foreign Currency Facility Maximum Borrowing Amount under a Local Foreign Currency Facility Addendum shall in turn reduce the respective Local Foreign Currency Lender Bank Maximum Borrowing Amounts of each Local Foreign Currency Lender Bank party to such Local Foreign Currency FacilityAddendum, pro rata on the basis of the respective Local Foreign Currency Lender Stated Bank Maximum Borrowing Amounts of such LendersForeign Currency Banks. Reductions in Local Foreign Currency Facility Maximum Borrowing Amounts and Local Foreign Currency Lender Bank Maximum Borrowing Amounts pursuant to this paragraph (dSection 2.24(b) shall be effective until the amount thereof shall be recalculated by the Administrative Agent on the next succeeding Reset Date or Borrowing Date, and shall not be deemed to reduce the stated amount of any Commitment commitment of any Local Foreign Currency Lender Bank in respect of any Local Foreign Currency FacilityAddendum.
(ec) If, on any Reset Date, the US$ Dollar Equivalent of the Local Foreign Currency Loans outstanding under a Local Foreign Currency Facility Addendum exceeds an amount equal to 105% of the Local Foreign Currency Facility Maximum Borrowing Amount with respect thereto (after giving effect to any reductions therein effected pursuant to Section 3.2(c2.24(a) or (dSection 2.24(b) on such date), then the relevant Borrower shall, within three Business Days after notice thereof from the Administrative Agent, (i) increase the Local Currency Facility Stated Maximum Borrowing Amount with respect to such Local Currency Facility in accordance with Section 3.1(e) and/or (ii) prepay such Local Foreign Currency Loans in accordance with the terms of the relevant Local Currency Facilities in an aggregate amount such that, after giving effect thereto, (xi) the US$ Dollar Equivalent of all such Local Foreign Currency Loans shall be equal to or less than such Local Foreign Currency Facility Maximum Borrowing Amount and (yii) the US$ Dollar Equivalent of the Local Foreign Currency Loans of each relevant Local Foreign Currency Lender Bank shall be equal to or less than such Local Foreign Currency Lender’s Local Bank's Foreign Currency Lender Bank Maximum Borrowing Amount with respect to such Local Foreign Currency FacilityAddendum.
(fd) If, on any Reset Date, the Aggregate Outstanding Revolving Extensions of Credit Exposure of any Lender exceed an amount equal to Bank exceeds 105% of such Lender’s Revolving Credit Bank's Commitment, then, within three Business Days after notice thereof from the Administrative Agent, IBM the Company shall prepay and/or cause the Subsidiary Borrowers relevant Borrowing Subsidiaries to prepay the Loans in accordance with this Agreement or the relevant Local Currency Facilities, as the case may beAgreement, in an aggregate amount such that, after giving effect thereto, the Aggregate Outstanding Revolving Extensions of Credit Exposure of such Lender Bank shall be equal to or less than such Lender’s Bank's Revolving Credit Commitment.
(ge) The Administrative Agent shall promptly notify the relevant Lenders Banks of the amount of any reductions in Local Foreign Currency Facility Maximum Borrowing Amounts or Local Foreign Currency Lender Bank Maximum Borrowing Amounts, and the amount of any prepayments, required pursuant to paragraph (c), (d), (e) or (f) of this Section 3.22.24.
Appears in 1 contract
Samples: Competitive Advance and Revolving Credit Facility Agreement (Service Corporation International)
Currency Fluctuations, etc. (a) No later than 2:00 P.M., New York City time, on each Calculation Date, the Administrative Agent shall (i) determine the Exchange Rate as of such Calculation Date with respect to each Local Currency covered by a Local Currency Facility and (ii) give notice thereof to the Lenders, IBM and the relevant Borrowers. Except as otherwise provided in Section 3.3, the Exchange Rates so determined shall become effective on the first Business Day immediately following the relevant Calculation Date (a “"Reset Date”") and shall remain effective until the next succeeding Reset Date.
(b) No later than 2:00 P.M., P.M. New York City time, on each Reset Date and each Borrowing Date, the Administrative Agent shall (i) determine the US$ Equivalent of the Local Currency Loans then outstanding under each Local Currency Facility (after giving effect to any Local Currency Loans to be made or repaid on such date) and (ii) notify the Lenders, IBM and the relevant Borrowers of the results of such determination.
(c) If, on any Reset Date or any Borrowing Date (after giving effect to (i) any Loans to be made or repaid on such date and (ii) any amendment, supplement or other modification to any Local Currency Facility effective on such date of which the Administrative Agent has received notice), the Aggregate Outstanding US$ Revolving Extensions of Credit of any Lender exceed the US$ Revolving Credit Overage of such Lender (the amount of such excess, the “"US$ Revolving Credit Excess”"), then the Local Currency Lender Maximum Borrowing Amount under each Local Currency Facility to which such Lender is a party shall be reduced on such date by an amount equal to the product of such US$ Revolving Credit Excess times a fraction the numerator of which shall equal the Local Currency Lender Stated Maximum Borrowing Amount under such Local Currency Facility and the denominator of which shall equal the aggregate of the Local Currency Lender Stated Maximum Borrowing Amounts under all Local Currency Facilities to which such Lender is a party. After giving effect to any such reduction in Local Currency Lender Maximum Borrowing Amounts, the Local Currency Facility Maximum Borrowing Amount with respect to each Local Currency Facility shall in turn be reduced to an amount equal to the aggregate of the Local Currency Lender Maximum Borrowing Amounts of all Local Currency Lenders party to such Local Currency Facility. Reductions in Local Currency Lender Maximum Borrowing Amounts and Local Currency Facility Maximum Borrowing Amounts pursuant to this paragraph (c) shall be effective until the amount thereof shall be recalculated by the Administrative Agent on the next succeeding Reset Date or Borrowing Date, and shall not be deemed to reduce the stated amount of any Commitment of any Local Currency Lender in respect of any Local Currency Facility.
(d) If, on any Reset Date or Borrowing Date (after giving effect to (i) any Loans to be made or repaid on such date, (ii) any amendment, supplement or other modification to any Local Currency Facility effective on such date of which the Administrative Agent has received notice and (iii) any changes in any Local Currency Lender Maximum Borrowing Amounts effected pursuant to Section 3.2(c) on such date), the aggregate outstanding principal amount of the US$ Loans exceeds the US$ Facility Overage (the amount of such excess, the “US$ Facility Excess”), then the Local Currency Facility Maximum Borrowing Amount under each Local Currency Facility shall be reduced on such date by an amount equal to the product of such US$ Facility Excess times a fraction the numerator of which shall equal the Local Currency Facility Stated Maximum Borrowing Amount under such Local Currency Facility and the denominator of which shall equal the aggregate of the Local Currency Facility Stated Maximum Borrowing Amounts with respect to all Local Currency Facilities. Each such reduction in the Local Currency Facility Maximum Borrowing Amount under a Local Currency Facility shall in turn reduce the respective Local Currency Lender Maximum Borrowing Amounts of each Local Currency Lender party to such Local Currency Facility, pro rata on the basis of the respective Local Currency Lender Stated Maximum Borrowing Amounts of such Lenders. Reductions in Local Currency Facility Maximum Borrowing Amounts and Local Currency Lender Maximum Borrowing Amounts pursuant to this paragraph (d) shall be effective until the amount thereof shall be recalculated by the Administrative Agent on the next succeeding Reset Date or Borrowing Date, and shall not be deemed to reduce the stated amount of any Commitment of any Local Currency Lender in respect of any Local Currency Facility.
(e) If, on any Reset Date, the US$ Equivalent of the Local Currency Loans outstanding under a Local Currency Facility exceeds an amount equal to 105% of the Local Currency Facility Maximum Borrowing Amount with respect thereto (after giving effect to any reductions therein effected pursuant to Section 3.2(c) or (d) on such date), then the relevant Borrower shall, within three Business Days after notice thereof from the Administrative Agent, (i) increase the Local Currency Facility Stated Maximum Borrowing Amount with respect to such Local Currency Facility in accordance with Section 3.1(e) and/or (ii) prepay such Local Currency Loans in accordance with the terms of the relevant Local Currency Facilities in an aggregate amount such that, after giving effect thereto, (x) the US$ Equivalent of all such Local Currency Loans shall be equal to or less than such Local Currency Facility Maximum Borrowing Amount and (y) the US$ Equivalent of the Local Currency Loans of each relevant Local Currency Lender shall be equal to or less than such Local Currency Lender’s Local Currency Lender Maximum Borrowing Amount with respect to such Local Currency Facility.
(f) If, on any Reset Date, the Aggregate Outstanding Revolving Extensions of Credit of any Lender exceed an amount equal to 105% of such Lender’s Revolving Credit Commitment, then, within three Business Days after notice thereof from the Administrative Agent, IBM shall prepay and/or cause the Subsidiary Borrowers to prepay the Loans in accordance with this Agreement or the relevant Local Currency Facilities, as the case may be, in an aggregate amount such that, after giving effect thereto, the Aggregate Outstanding Revolving Extensions of Credit of such Lender shall be equal to or less than such Lender’s Revolving Credit Commitment.
(g) The Administrative Agent shall promptly notify the relevant Lenders of the amount of any reductions in Local Currency Facility Maximum Borrowing Amounts or Local Currency Lender Maximum Borrowing Amounts, and the amount of any prepayments, required pursuant to paragraph (c), (d), (e) or (f) of this Section 3.2.respect
Appears in 1 contract
Samples: Credit Agreement (International Business Machines Corp)
