Foreign Currency Loans. Any Revolving Facility Borrower may request Foreign Currency Loans in an amount, when added to all then outstanding Foreign Currency Loans, not to exceed the Maximum Foreign Exposure Amount by delivering to the Global Agent a Notice of Borrowing in accordance with Section 2.08(b). The Global Agent shall deliver a copy of such Notice of Borrowing to each Revolving Lender. Each Revolving Lender shall, by notice to the Company and the Global Agent given not more than five Business Days after the date of the Global Agent’s notice, either agree to make the Foreign Currency Loans requested in such Notice of Borrowing (each such Lender so agreeing being an “Accepting Lender”) or decline to make such Foreign Currency Loans (and any such Lender that does not deliver such a notice within such period of five Business Days shall be deemed to have declined to make such Foreign Currency Loans and each Lender so declining or being deemed to have declined being a “Declining Lender”). No Revolving Lender is obligated to make any Foreign Currency Loan. If, on the second Business Day after the Global Agent shall have delivered notice as set forth above, either there are no Accepting Lenders or the Accepting Lenders have agreed pursuant to the preceding sentence to fund less than the full amount of the Foreign Currency Loans requested in such Notice of Borrowing, the Company may arrange for one or more banks or other entities that are Eligible Assignees, in each case reasonably acceptable to the Global Agent (each such Person so agreeing being an “Augmenting Lender”), to commit to making Foreign Currency Loans pursuant to a Revolving Commitment, provided that at the time such Augmenting Lender commits to making such Foreign Currency Loans the Company arranges for one or more Revolving Lenders to assign all or a portion of its Revolving Commitment to such Accepting Lender or Augmenting Lender, as applicable, in accordance with Section 11.05(c). No Revolving Lender is obligated to make any such assignment. Each of the parties hereto agrees that the Global Agent may take any and all actions as may be reasonably necessary to ensure that after giving effect to the making of any Foreign Currency Loan the outstanding Revolving Loans (if any) are held by the Revolving Lenders in accordance with their new Fixed Commitment Percentages.
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Samples: Credit Agreement (American Greetings Corp), Credit Agreement (American Greetings Corp)
Foreign Currency Loans. Any Revolving Facility Borrower The Companies may request borrow Foreign Currency Loans during the Commitment Period on any Business Day; provided, that the Company shall give the Administrative Agent irrevocable notice in an amountwriting by telecopier or orally, when added which notice must be received by the Administrative Agent prior to all then outstanding 11:00 A.M., Minneapolis, Minnesota time, four Business Days prior to the requested Borrowing Date specifying in each case (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) the length of the initial Interest Period for each such Foreign Currency Loans, not Loan and (iv) the Foreign Currency in which such Foreign Currency Loan is to exceed be disbursed. Upon receipt of such notice from the Maximum Foreign Exposure Amount by delivering to Company the Global Administrative Agent a Notice of Borrowing in accordance with Section 2.08(b)shall promptly notify each Bank thereof. The Global Administrative Agent shall deliver a copy of such Notice of Borrowing to each Revolving Lender. Each Revolving Lender shall, by notice to the Company and the Global Agent given not more than five Business Days after the date of the Global Agent’s notice, either agree to will make the Foreign Currency Loans requested Loan in the specified Foreign Currency available to the Company at the office of the Administrative Agent on the Borrowing Date by crediting the account of the Company on the books of the Administrative Agent or in such Notice of Borrowing (each such Lender so agreeing being an “Accepting Lender”) or decline to make such Foreign Currency Loans (and any such Lender that does not deliver such manner as the Company shall request in writing. Unless a notice within such period of five Business Days shall be deemed to have declined to make such Foreign Currency Loans and each Lender so declining or being deemed to have declined being a “Declining Lender”). No Revolving Lender is obligated to make any Foreign Currency Loan. If, on the second Business Day after the Global Agent Bank shall have delivered notice as set forth abovenotified the Administrative Agent, either there are no Accepting Lenders or the Accepting Lenders have agreed pursuant prior to the preceding sentence to fund less than the full amount of the Foreign Currency Loans requested in such Notice of Borrowing, the Company may arrange for one or more banks or other entities that are Eligible Assignees, in each case reasonably acceptable to the Global Agent (each such Person so agreeing being an “Augmenting Lender”), to commit to making Foreign Currency Loans pursuant to a Revolving Commitment, provided that at the time such Augmenting Lender commits to making such Foreign Currency Loans the Company arranges for one or more Revolving Lenders to assign all or a portion of its Revolving Commitment to such Accepting Lender or Augmenting Lender, as applicable, in accordance with Section 11.05(c). No Revolving Lender is obligated to make any such assignment. Each of the parties hereto agrees that the Global Agent may take any and all actions as may be reasonably necessary to ensure that after giving effect to the making of any Foreign Currency Loan, that any applicable condition precedent set forth in Section 4 had not then been satisfied, each Bank will make its Pro Rata Share of each Foreign Currency Loan available to the outstanding Revolving Loans (if anyAdministrative Agent in the applicable Foreign Currency prior to 1:00 p.m., Minneapolis, Minnesota time on the Borrowing Date in funds immediately available to the Administrative Agent. In the event that any Bank fails to make payment to the Administrative Agent of any amount due under this Section 2.4(b), the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to the Administrative Agent hereunder until the Administrative Agent receives from such Bank an amount sufficient to discharge such Bank’s payment obligation as prescribed in this Section 2.4(b) are held by together with interest thereon at the Revolving Lenders in accordance with their new Fixed Commitment PercentagesFederal Funds Rate for each day during the period commencing on the Borrowing Date for such Foreign Currency Loan and ending on the date such obligation is fully satisfied.
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Foreign Currency Loans. Any Revolving Facility Borrower may request Notwithstanding any other provision of this Agreement, if (i) any Change in Law shall make it unlawful for any Multicurrency Lender to make or maintain any Multicurrency Loan denominated in a Foreign Currency or to give effect to its obligations as contemplated hereby with respect to any Multicurrency Loan denominated in a Foreign Currency, or (ii) a Multicurrency Lender shall determine in good faith that there shall have occurred any change in national or international financial, political or economic conditions (including the imposition of or any change in exchange controls, but excluding conditions otherwise covered by this Section 3.04) or currency exchange rates which would make it impracticable for such Multicurrency Lender to make or maintain Multicurrency Loans denominated in a Foreign Currency to, or for the account of, the Borrower, then, by written notice by such Multicurrency Lender (each, an “Affected Lender”) to the Borrower and to the Administrative Agent:
(i) such Affected Lender or Affected Lenders may declare that the Multicurrency Loans (in the affected Foreign Currency or Currencies) will not thereafter (for the duration of such unlawfulness) be made by such Affected Lender or Affected Lenders hereunder (or be continued for additional Interest Periods), whereupon any request for a Multicurrency Loan (in the affected Foreign Currency or Currencies) or to continue a Multicurrency Loan (in the affected Foreign Currency or Currencies), as the case may be, for an additional Interest Period shall, as to such Affected Lender or Affected Lenders only, be deemed to be a request for the making or continuation, as applicable, of a Eurocurrency Rate Loan denominated in Dollars having the same Interest Period as the other Multicurrency Loans comprising the applicable Borrowing and in an amount, when added amount equal to the Dollar Equivalent of the Multicurrency Loan which such Affected Lender would otherwise make or continue but for the application of this clause (i);
(ii) such Affected Lender or Affected Lenders may require that all then outstanding Multicurrency Loans (in the affected Foreign Currency Loansor Currencies) made by such Affected Lender or Affected Lenders be converted to Eurocurrency Rate Loans denominated in Dollars (unless repaid by the Borrower as described below), not in which event all such Multicurrency Loans (in the affected Foreign Currency or Currencies) shall be converted to exceed Eurocurrency Rate Loans denominated in Dollars as of the Maximum effective date of such notice as provided in Section 3.04(g) and at the Foreign Exposure Amount Exchange Rate on the date of such conversion or, at the option of the Borrower, repaid on the last day of the then current Interest Period with respect thereto or, if earlier, the date on which the applicable notice becomes effective;
(iii) such Affected Lender or Affected Lenders shall, upon written notice by delivering the Borrower to the Global Administrative Agent and such Affected Lender or Affected Lenders, become a Notice Dollar Lender and (A) all outstanding Multicurrency Loans denominated in a Foreign Currency or Currencies made by such Affected Lender or Affected Lenders shall be converted to Dollar Loans for all purposes thereafter as of Borrowing the effective date of such notice as provided in Section 3.04(g) and at the Foreign Exchange Rate on the date of such conversion (it being understood and agreed that any costs or losses associated with any such conversion shall be paid by the Borrower in accordance with Section 2.08(b10.04(a). The Global Agent ) and (B) such Affected Lender’s or Affected Lenders’ Multicurrency Commitment shall deliver convert into a copy of such Notice of Borrowing Dollar Commitment (with Interest Period election to each Revolving Lender. Each Revolving Lender shall, by notice be subject to the Company and the Global Agent given not more than five Business Days after the date of the Global Agent’s notice, either agree to make the Foreign Currency Loans requested in such Notice of Borrowing (each such Lender so agreeing being an “Accepting Lender”) or decline to make such Foreign Currency Loans (and any such Lender that does not deliver such a notice within such period of five Business Days shall be deemed to have declined to make such Foreign Currency Loans and each Lender so declining or being deemed to have declined being a “Declining Lender”). No Revolving Lender is obligated to make any Foreign Currency Loan. If, on the second Business Day after the Global Agent shall have delivered notice as set forth above, either there are no Accepting Lenders or the Accepting Lenders have agreed pursuant to the preceding sentence to fund less than the full amount of the Foreign Currency Loans requested in such Notice of Borrowing, the Company may arrange for one or more banks or other entities that are Eligible Assignees, in each case transitional procedures reasonably acceptable to the Global Agent Administrative Agent); and
(each such Person so agreeing being an “Augmenting Lender”iv) upon written notice by the Borrower as provided in the preceding clause (iii), to commit to making Foreign Currency the Dollar Lenders shall make such purchases and repayments (through the Administrative Agent) among themselves in respect of all outstanding Dollar Loans pursuant to a Revolving Commitment, (including any Multicurrency Loans converted into Dollar Loans as provided in the preceding clause (iii)) so that at the time such Augmenting each Dollar Lender commits to making such Foreign Currency shall hold Dollar Loans the Company arranges for one or more Revolving Lenders to assign all or a portion of its Revolving Commitment to such Accepting Lender or Augmenting Lender, as applicable, (by Type and amount) pro rata in accordance with Section 11.05(c)its Applicable Dollar Percentage. No Revolving In the event any Affected Lender is obligated shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that would otherwise have been applied to make any repay the converted Multicurrency Loans of such assignment. Each of Affected Lender shall instead be applied to repay the parties hereto agrees that the Global Agent may take any and all actions as may be reasonably necessary to ensure that after giving effect to the making of any Foreign Currency Loan the outstanding Revolving Eurocurrency Rate Loans (if any) are held denominated in Dollars made by the Revolving Lenders in accordance with their new Fixed Commitment Percentagessuch Affected Lender resulting from such conversion.
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Foreign Currency Loans. Any Revolving Facility Borrower may request Foreign Currency Subject to the limitations contained in Sections 2.1 and 2.2 above, Loans in an amount, when added aggregate principal amount up to all then outstanding Foreign Currency Loans, not to exceed the Maximum Foreign Exposure Amount by delivering to the Global Agent a Notice of Borrowing in accordance with Section 2.08(b). The Global Agent shall deliver a copy of such Notice of Borrowing to each Revolving Lender. Each Revolving Lender shall, by notice to the Company and the Global Agent given not more than five Business Days after the date of the Global Agent’s notice, either agree to make the Foreign Currency Loans requested in such Notice of Borrowing (each such Lender so agreeing being an “Accepting Lender”) or decline to make such Foreign Currency Loans (and any such Lender that does not deliver such a notice within such period of five Business Days shall be deemed to have declined to make such Foreign Currency Loans and each Lender so declining or being deemed to have declined being a “Declining Lender”). No Revolving Lender is obligated to make any Foreign Currency Loan. If, on the second Business Day after the Global Agent shall have delivered notice as set forth above, either there are no Accepting Lenders or the Accepting Lenders have agreed pursuant to the preceding sentence to fund less than the full amount Equivalent of the Foreign Currency Loans requested Limitation shall be available under the Commitment, at the election of the Borrowers, in such Notice the form of Borrowing, the Company may arrange for one or more banks Foreign Currency Loans. With respect to Foreign Currency Loans:
(a) All principal of, and interest on, any Foreign Currency Loan shall be payable in the same currency as that Foreign Currency Loan;
(b) Each Foreign Currency Loan shall be due and payable on the earlier of (A) the last day of the related Foreign Currency Period or other entities that are Eligible Assignees, in each case reasonably acceptable to (B) the Global Agent Maturity Date;
(each such Person so agreeing being an “Augmenting Lender”c) Determination of credit availability under Section 2.1(a) and 2.1(b), to commit to making as of any date, if there are then any outstanding Foreign Currency Loans pursuant or Foreign Currency Letters of Credit, shall be based on the Foreign Currency Equivalent thereof as of such date;
(d) The Requisite Lenders may suspend the obligation of the Lenders to a Revolving Commitment, provided that at the time such Augmenting Lender commits to making such make Foreign Currency Loans with respect to a particular Foreign Currency if the Company arranges Requisite Lenders determine that current or reasonably expected market conditions for one that Foreign Currency are unusually unstable or more Revolving make it unlawful, impossible or impracticable for the Lenders to assign all fund or hedge their obligations with respect to a portion Foreign Currency Loan;
(e) Concurrently with any Notice of its Revolving Commitment Syndicated Loan with respect to such Accepting Lender or Augmenting Lendera Foreign Currency Loan, as applicablethe requesting Borrower shall pay to the Administrative Agent, for the account of the Lenders pro rata in accordance with Section 11.05(c). No Revolving Lender is obligated to make any such assignment. Each their Pro Rata Share of the parties hereto agrees Commitment, a processing fee of $2,500;
(f) Unless the Administrative Agent and the Requisite Lenders otherwise consent, no more than ten (10) Foreign Currency Periods and Interest Periods with respect to Eurodollar Loans shall exist at any one time;
(g) the applicable Borrower shall execute and deliver, to any Lender requesting it, a promissory note payable in the applicable Foreign Currency in a form consistent with this Agreement covering that the Global Agent may take any and all actions as may be reasonably necessary to ensure that after giving effect to the making Lender's Pro Rata Share of any Foreign Currency Loan that is a Syndicated Loan; and
(h) the outstanding Revolving Loans (if any) are held by applicable Borrower shall execute and deliver, to any Lender to which it is an obligor pursuant to a Money Market Loan that is a Foreign Currency Loan, upon the Revolving Lenders request of such Lender, a promissory note payable in accordance the applicable Foreign Currency in a form consistent with their new Fixed Commitment Percentagesthis Agreement.
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Foreign Currency Loans. Any Revolving Facility Borrower may request Notwithstanding any other provision of this Agreement, if (i) any Change in Law shall make it unlawful for any Multicurrency Lender to make or maintain any Multicurrency Loan denominated in a Foreign Currency or to give effect to its obligations as contemplated hereby with respect to any Multicurrency Loan denominated in a Foreign Currency, or (ii) a Multicurrency Lender shall determine in good faith that there shall have occurred any change in national or international financial, political or economic conditions (including the imposition of or any change in exchange controls, but excluding conditions otherwise covered by this Section 3.04) or currency exchange rates which would make it impracticable for such Multicurrency Lender to make or maintain Multicurrency Loans denominated in a Foreign Currency to, or for the account of, the Borrower, then, by written notice by such Multicurrency Lender (each, an “Affected Lender”) to the Borrower and to the Administrative Agent:
(i) such Affected Lender or Affected Lenders may declare that the Multicurrency Loans (in the affected Foreign Currency or Currencies) will not thereafter (for the duration of such unlawfulness) be made by such Affected Lender or Affected Lenders hereunder (or be continued for additional Interest Periods), whereupon any request for a Multicurrency Loan (in the affected Foreign Currency or Currencies) or to continue a Multicurrency Loan (in the affected Foreign Currency or Currencies), as the case may be, for an additional Interest Period shall, as to such Affected Lender or Affected Lenders only, be deemed to be a request for the making or continuation, as applicable, of a Eurocurrency Rate Loan denominated in Dollars having the same Interest Period as the other Multicurrency Loans comprising the applicable Borrowing and in an amount, when added amount equal to the Dollar Equivalent of the Multicurrency Loan which such Affected Lender would otherwise make or continue but for the application of this clause (i);
(ii) such Affected Lender or Affected Lenders may require that all then outstanding Multicurrency Loans (in the affected Foreign Currency Loansor Currencies) made by such Affected Lender or Affected Lenders be converted to Eurocurrency Rate Loans denominated in Dollars (unless repaid by the Borrower as described below), not in which event all such Multicurrency Loans (in the affected Foreign Currency or Currencies) shall be converted to exceed Eurocurrency Rate Loans denominated in Dollars as of the Maximum effective date of such notice as provided in Section 3.04(g) and at the Foreign Exposure Amount Exchange Rate on the date of such conversion or, at the option of the Borrower, repaid on the last day of the then current Interest Period with respect thereto or, if earlier, the date on which the applicable notice becomes effective;
(iii) such Affected Lender or Affected Lenders shall, upon written notice by delivering the Borrower to the Global Administrative Agent and such Affected Lender or Affected Lenders, become a Notice Dollar Lender and (A) all outstanding Multicurrency Loans denominated in a Foreign Currency or Currencies made by such Affected Lender or Affected Lenders shall be converted to Dollar Loans for all purposes thereafter as of Borrowing the effective date of such notice as provided in Section 3.04(g) and at the Foreign Exchange Rate on the date of such conversion (it being understood and agreed that any costs or losses associated with any such conversion shall be paid by the Borrower in accordance with Section 2.08(b10.04(a). The Global Agent ) and (B) such Affected Lender’s or Affected Lenders’ Multicurrency Commitment shall deliver convert into a copy of such Notice of Borrowing Dollar Commitment (with Interest Period election to each Revolving Lender. Each Revolving Lender shall, by notice be subject to the Company and the Global Agent given not more than five Business Days after the date of the Global Agent’s notice, either agree to make the Foreign Currency Loans requested in such Notice of Borrowing (each such Lender so agreeing being an “Accepting Lender”) or decline to make such Foreign Currency Loans (and any such Lender that does not deliver such a notice within such period of five Business Days shall be deemed to have declined to make such Foreign Currency Loans and each Lender so declining or being deemed to have declined being a “Declining Lender”). No Revolving Lender is obligated to make any Foreign Currency Loan. If, on the second Business Day after the Global Agent shall have delivered notice as set forth above, either there are no Accepting Lenders or the Accepting Lenders have agreed pursuant to the preceding sentence to fund less than the full amount of the Foreign Currency Loans requested in such Notice of Borrowing, the Company may arrange for one or more banks or other entities that are Eligible Assignees, in each case transitional procedures reasonably acceptable to the Global Agent Administrative Agent); and (each such Person so agreeing being an “Augmenting Lender”iv) upon written notice by the Borrower as provided in the preceding clause (iii), to commit to making Foreign Currency the Dollar Lenders shall make such purchases and repayments (through the Administrative Agent) among themselves in respect of all outstanding Dollar Loans pursuant to a Revolving Commitment, (including any Multicurrency Loans converted into Dollar Loans as provided in the preceding clause (iii)) so that at the time such Augmenting each Dollar Lender commits to making such Foreign Currency shall hold Dollar Loans the Company arranges for one or more Revolving Lenders to assign all or a portion of its Revolving Commitment to such Accepting Lender or Augmenting Lender, as applicable, (by Type and amount) pro rata in accordance with Section 11.05(c)its Applicable Dollar Percentage. No Revolving In the event any Affected Lender is obligated shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that would otherwise have been applied to make any repay the converted Multicurrency Loans of such assignment. Each of Affected Lender shall instead be applied to repay the parties hereto agrees that the Global Agent may take any and all actions as may be reasonably necessary to ensure that after giving effect to the making of any Foreign Currency Loan the outstanding Revolving Eurocurrency Rate Loans (if any) are held denominated in Dollars made by the Revolving Lenders in accordance with their new Fixed Commitment Percentagessuch Affected Lender resulting from such conversion.
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