Common use of Terms of Local Currency Facilities Clause in Contracts

Terms of Local Currency Facilities. (a) Subject to the provisions of this Section 3, each Lender hereby agrees that IBM may in its discretion from time to time designate any credit facility to which any one or more Borrowers and any one or more Lenders is a party as a “Local Currency Facility”, with the consent of each such Lender in its sole discretion, by delivering a Local Currency Facility Addendum to the Administrative Agent executed by IBM and each such Borrower and executed or acknowledged in writing by each such Lender, provided, that on the effective date of such designation (i) an Exchange Rate with respect to each Local Currency covered by such Local Currency Facility shall be determinable by reference to the Reuters currency pages (or comparable publicly available screen) and (ii) no Event of Default shall have occurred and be continuing. Concurrently with the delivery of a Local Currency Facility Addendum, IBM or the relevant Borrower shall furnish to the Administrative Agent or its counsel copies of all documentation executed and delivered by any Borrower in connection therewith, together with, if applicable, an English translation thereof (provided, that IBM may instead furnish an English translation of a summary term sheet in respect thereof describing all material terms thereof so long as an English translation of all such documentation is furnished to the Administrative Agent or its counsel within 90 days after the date of delivery of such Local Currency Facility Addendum). Except as otherwise provided in this Section 3, the terms and conditions of each Local Currency Facility shall be determined by mutual agreement of the relevant Borrower(s) and Local Currency Lender(s). The documentation governing each Local Currency Facility shall contain an express acknowledgement that such Local Currency Facility shall be subject to the provisions of this Section 3. Each of IBM and, by agreeing to any Local Currency Facility designation as contemplated hereby, each relevant Local Currency Lender (if any) which is an affiliate, branch or agency of a Lender, acknowledges and agrees that each reference in this Agreement to any Lender shall, to the extent applicable, be deemed to be a reference to such Local Currency Lender. In the event of any inconsistency between the terms of this Agreement and the terms of any Local Currency Facility, the terms of this Agreement shall prevail. Each of IBM, each relevant Subsidiary Borrower and each relevant Local Currency Lender confirms that each reference to the “IBM Credit Agreement” (or any comparable term) in the documentation governing each Local Currency Facility shall mean and be a reference to this Agreement.

Terms of Local Currency Facilities. (a) Subject to the provisions of this Section 34, each Lender hereby agrees that IBM the Borrower may in its discretion from time to time designate any credit facility Subsidiary of the Borrower organized under the laws of any jurisdiction outside the United States as a "Foreign Subsidiary Borrower" and any Qualified Credit Facility to which any one or more Borrowers such Foreign Subsidiary Borrower and any one or more Lenders (or its Affiliates, agencies or branches) is a party as a “"Local Currency Facility”", with the consent of each such Lender in its sole discretion, by delivering a Local Currency Facility Addendum to the Administrative Agent and the Lenders (through the Administrative Agent) executed by IBM and the Borrower, each such Foreign Subsidiary Borrower and executed or acknowledged in writing by each such Lender, provided, that on the effective date of such designation (i) an Exchange Rate with respect to each Local Currency covered by such Local Currency Facility shall be determinable by reference to the Reuters currency pages (or comparable publicly available screen) and (ii) no Event of Default shall have occurred and be continuing. Concurrently with the delivery of a Local Currency Facility Addendum, IBM the Borrower or the relevant Foreign Subsidiary Borrower shall furnish to the Administrative Agent or its counsel copies of all documentation executed and delivered by any such Foreign Subsidiary Borrower in connection therewith, together with, if applicable, an English translation thereof (provided, that IBM may instead furnish an English translation of a summary term sheet in respect thereof describing all material terms thereof so long as an English translation of all such documentation is furnished to the Administrative Agent or its counsel within 90 days after the date of delivery of such Local Currency Facility Addendum)thereof. Except as otherwise provided in this Section 34 or in the definition of "Qualified Credit Facility" in subsection 1.1, the terms and conditions of each Local Currency Facility shall be determined by mutual agreement of the relevant Foreign Subsidiary Borrower(s) and Local Currency Lender(s). The documentation governing each Local Currency Facility shall (i) contain an express acknowledgement that such Local Currency Facility shall be subject to the provisions of this Section 34, (ii) if more than one Lender is a party thereto, designate a Local Currency Facility Agent for such Local Currency Facility and (iii) include an opinion of counsel reasonably satisfactory to the Administrative Agent from the jurisdiction in which such Local Currency Facility is established that the documentation governing such Local Currency Facility is enforceable in accordance with its terms. Each of IBM the Borrower and, by agreeing to any Local Currency Facility designation as contemplated hereby, each relevant Local Currency Lender (if any) party thereto which is an affiliateAffiliate, branch or agency of a Lender, acknowledges and agrees that each reference in this Agreement to any Lender shall, to the extent applicable, be deemed to be a reference to such Local Currency Lender. In the event of any inconsistency between the terms of this Agreement and the terms of any Local Currency Facility, the terms of this Agreement shall prevail. Each of IBM, each relevant Subsidiary Borrower and each relevant Local Currency Lender confirms that each reference to the “IBM Credit Agreement” (or any comparable term) in the documentation governing each Local Currency Facility shall mean and be a reference to this Agreement.

Terms of Local Currency Facilities. (a) Subject to the provisions of this Section 36, each Lender hereby agrees that IBM the Company may in its discretion from time to time designate any credit facility Subsidiary of the Company organized under the laws of any jurisdiction outside the United States as a “Local Currency Borrower” and any Qualified Credit Facility to which any one or more Borrowers such Local Currency Borrower and any one or more Lenders Banks (or its affiliates, agencies or branches) is a party as a “Local Currency Facility”, with the consent of each such Lender Bank in its sole discretion, by delivering a Local Currency Facility Addendum to the Administrative Agent and the Banks (through the Administrative Agent) executed by IBM the Company, each such Local Currency Borrower and each such Borrower and executed or acknowledged in writing by each such LenderBank, provided, that on the effective date of such designation (i) an Exchange Rate with respect to each Local Currency covered by such Local Currency Facility shall be determinable by reference to the Reuters currency pages (or comparable publicly available screen) and (ii) no Event of Default shall have occurred and be continuing. Concurrently with the delivery of a Local Currency Facility Addendum, IBM the Company or the relevant Local Currency Borrower shall furnish to the Administrative Agent or its counsel copies of all documentation executed and delivered by any Local Currency Borrower in connection therewith, together with, if applicable, an English translation thereof (provided, that IBM may instead furnish an English translation of a summary term sheet in respect thereof describing all material terms thereof so long as an English translation of all such documentation is furnished to the Administrative Agent or its counsel within 90 days after the date of delivery of such Local Currency Facility Addendum)thereof. Except as otherwise provided in this Section 36 or in the definition of “Qualified Credit Facility” in subsection 1.1, the terms and conditions of each Local Currency Facility shall be determined by mutual agreement of the relevant Local Currency Borrower(s) and Local Currency Lender(sBank(s). The documentation governing each Local Currency Facility shall (i) contain an express acknowledgement that such Local Currency Facility shall be subject to the provisions of this Section 36 and (ii) designate a Local Currency Facility Agent for such Local Currency Facility. Each of IBM the Company and, by agreeing to any Local Currency Facility designation as contemplated hereby, each relevant Local Currency Lender Bank (if any) party thereto which is an affiliate, branch or agency of a LenderBank, acknowledges and agrees that each reference in this Agreement to any Lender Bank shall, to the extent applicable, be deemed to be a reference to such Local Currency LenderBank. In the event of any inconsistency between the terms of this Agreement and the terms of any Local Currency Facility, the terms of this Agreement shall prevail. Each of IBM, each relevant Subsidiary Borrower and each relevant Local Currency Lender confirms that each reference to the “IBM Credit Agreement” (or any comparable term) in the documentation governing each Local Currency Facility shall mean and be a reference to this Agreement.

Terms of Local Currency Facilities. (a) Subject to the provisions of this Section 34, each Lender hereby agrees that IBM the Borrower may in its discretion from time to time designate any credit facility Subsidiary of the Borrower organized under the laws of any jurisdiction outside the United States as a “Foreign Subsidiary Borrower” and any Qualified Credit Facility to which any one or more Borrowers such Foreign Subsidiary Borrower and any one or more Lenders (or its Affiliates, agencies or branches) is a party as a “Local Currency Facility”, with the consent of each such Lender in its sole discretion, by delivering a Local Currency Facility Addendum to the Administrative Agent and the Lenders (through the Administrative Agent) executed by IBM and the Borrower, each such Foreign Subsidiary Borrower and executed or acknowledged in writing by each such Lender, provided, that on the effective date of such designation (i) an Exchange Rate with respect to each Local Currency covered by such Local Currency Facility shall be determinable by reference to the Reuters currency pages (no Default or comparable publicly available screen) and (ii) no Event of Default shall have occurred and be continuing. Concurrently with the delivery of a Local Currency Facility Addendum, IBM the Borrower or the relevant Foreign Subsidiary Borrower shall furnish to the Administrative Agent or its counsel copies of all documentation executed and delivered by any such Foreign Subsidiary Borrower in connection therewith, together with, if applicable, an English translation thereof (provided, that IBM may instead furnish an English translation of a summary term sheet in respect thereof describing all material terms thereof so long as an English translation of all such documentation is furnished to the Administrative Agent or its counsel within 90 days after the date of delivery of such Local Currency Facility Addendum)thereof. Except as otherwise provided in this Section 34 or in the definition of “Qualified Credit Facility” in subsection 1.1, the terms and conditions of each Local Currency Facility shall be determined by mutual agreement of the relevant Foreign Subsidiary Borrower(s) and Local Currency Lender(s). The documentation governing each Local Currency Facility shall (i) contain an express acknowledgement that such Local Currency Facility shall be subject to the provisions of this Section 34, (ii) if more than one Lender is a party thereto, designate a Local Currency Facility Agent for such Local Currency Facility and (iii) include an opinion of counsel reasonably satisfactory to the Administrative Agent from the jurisdiction in which such Local Currency Facility is established that the documentation governing such Local Currency Facility is enforceable in accordance with its terms. Each of IBM the Borrower and, by agreeing to any Local Currency Facility designation as contemplated hereby, each relevant Local Currency Lender (if any) party thereto which is an affiliateAffiliate, branch or agency of a Lender, acknowledges and agrees that each reference in this Agreement to any Lender shall, to the extent applicable, be deemed to be a reference to such Local Currency Lender. In the event of any inconsistency between the terms of this Agreement and the terms of any Local Currency Facility, the terms of this Agreement shall prevail. Each of IBM, each relevant Subsidiary Borrower and each relevant Local Currency Lender confirms that each reference to the “IBM Credit Agreement” (or any comparable term) in the documentation governing each Local Currency Facility shall mean and be a reference to this Agreement.

Terms of Local Currency Facilities. (a) Subject to the provisions of this Section 36, each Lender hereby agrees that IBM the Company may in its discretion from time to time designate any credit facility Subsidiary of the Company organized under the laws of any jurisdiction outside the United States as a “Local Currency Borrower” and any Qualified Credit Facility to which any one or more Borrowers such Local Currency Borrower and any one or more Lenders Banks (or its affiliates, agencies or branches) is a party as a “Local Currency Facility”, with the consent of each such Lender Bank in its sole discretion, by delivering a Local Currency Facility Addendum to the Administrative Agent (and, if applicable, the HK Administrative Agent) and the Banks (through the Administrative Agent) executed by IBM the Company, each such Local Currency Borrower and each such Borrower and executed or acknowledged in writing by each such LenderBank, provided, that on the effective date of such designation (i) an Exchange Rate with respect to each Local Currency covered by such Local Currency Facility shall be determinable by reference to the Reuters currency pages (or comparable publicly available screen) and (ii) no Event of Default shall have occurred and be continuing. Concurrently with the delivery of a Local Currency Facility Addendum, IBM the Company or the relevant Local Currency Borrower shall furnish to the Administrative Agent or its counsel (and, if applicable, the HK Administrative Agent) copies of all documentation executed and delivered by any Local Currency Borrower in connection therewith, together with, if applicable, an English translation thereof (provided, that IBM may instead furnish an English translation of a summary term sheet in respect thereof describing all material terms thereof so long as an English translation of all such documentation is furnished to the Administrative Agent or its counsel within 90 days after the date of delivery of such Local Currency Facility Addendum)thereof. Except as otherwise provided in this Section 36 or in the definition of “Qualified Credit Facility” in subsection 1.1, the terms and conditions of each Local Currency Facility shall be determined by mutual agreement of the relevant Local Currency Borrower(s) and Local Currency Lender(sBank(s). The documentation governing each Local Currency Facility shall (i) contain an express acknowledgement that such Local Currency Facility shall be subject to the provisions of this Section 36 and (ii) designate a Local Currency Facility Agent for such Local Currency Facility. Each of IBM the Company and, by agreeing to any Local Currency Facility designation as contemplated hereby, each relevant Local Currency Lender Bank (if any) which is an affiliate, branch or agency of a Lenderparty thereto, acknowledges and agrees that each reference in this Agreement to any Lender Bank shall, to the extent applicable, be deemed to be a reference to such Local Currency LenderBank. In the event of any inconsistency between the terms of this Agreement and the terms of any Local Currency Facility, the terms of this Agreement shall prevail. Each of IBM, each relevant Subsidiary Borrower and each relevant Local Currency Lender confirms that each reference to the “IBM Credit Agreement” (or any comparable term) in the documentation governing each Local Currency Facility shall mean and be a reference to this Agreement.

Terms of Local Currency Facilities. (a) Subject to the provisions of this Section 3, each Lender hereby agrees that IBM The Company may in its discretion from time to time designate any credit facility elect to which borrow, or elect that one or more Borrowing Subsidiaries may borrow, Local Currency Loans on a revolving basis from any one or more Borrowers and any one or more Lenders is a party as a “Local Currency Facility”Lenders, with the consent of each such Local Currency Lender in its sole discretion, by delivering a Local Currency Facility Addendum to the Administrative Agent and the Local Currency Lenders (through the Administrative Agent), executed by IBM the Company, each such Borrowing Subsidiary and each such Borrower and executed or acknowledged in writing by each such Local Currency Lender; provided, providedhowever, that on the effective date of such designation election, and after giving effect thereto, (i) an Exchange Rate with respect to each Local Currency covered by such Local Currency Facility Addendum shall be determinable by reference to the Reuters currency pages (or comparable publicly available screen) and ), (ii) no Default or Event of Default shall have occurred and be continuing. Concurrently with continuing and (iii) the delivery aggregate amount of a all Local Currency Facility Addendum, IBM or the relevant Borrower shall furnish to the Administrative Agent or its counsel copies of Maximum Borrowing Amounts under all documentation executed and delivered by any Borrower in connection therewith, together with, if applicable, an English translation thereof (provided, that IBM may instead furnish an English translation of a summary term sheet in respect thereof describing all material terms thereof so long as an English translation of all such documentation is furnished to the Administrative Agent or its counsel within 90 days after the date of delivery of such Local Currency Facility Addendum). Except as otherwise provided Addenda at the time in this Section 3, the terms and conditions of each Local Currency Facility effect shall be determined by mutual agreement of the relevant Borrower(s) and Local Currency Lender(s). The documentation governing each Local Currency Facility shall contain an express acknowledgement that such Local Currency Facility shall be subject to the provisions of this Section 3not exceed $750,000,000. Each of IBM Borrower and, by agreeing to any Local Currency Facility designation as contemplated herebyAddendum, each relevant Local Currency Lender (if any) which is an affiliate, branch or agency of a Lender, acknowledges and agrees that each reference in this Agreement to any Lender shall, to the extent applicable, be deemed to be a reference to such Local Currency Lender, subject to the second sentence of the definition of such term. Currency Lender party to such Local Currency Addendum, the maximum amount (expressed in Dollars and without duplication) available to be borrowed from such Local Currency Lender thereunder (as the same may be reduced from time to time pursuant to Section 2.22(c) or (d), a "Local Currency Lender Maximum Borrowing Amount"). In no event shall the event aggregate of any inconsistency between the terms of this Agreement and the terms all Local Currency Lender Maximum Borrowing Amounts in respect of any Local Currency FacilityLender at any time exceed such Lender's Commitment. Except as provided in Section 2.21(c), the terms making of this Agreement shall prevail. Each of IBM, each relevant Subsidiary Borrower and each relevant Local Currency Loans by a Local Currency Lender confirms that each reference to the “IBM Credit Agreement” (or any comparable term) in the documentation governing each under a Local Currency Facility Addendum shall mean and under no circumstances reduce the amount available to be borrowed from such Lender under any other Local Currency Addendum to which such Lender is a reference to this Agreementparty.

Terms of Local Currency Facilities. (a) Subject to the provisions of this Section 36, each Lender hereby agrees that IBM the Company may in its discretion from time to time designate any credit facility Subsidiary of the Company organized under the laws of any jurisdiction outside the United States as a "Local Currency Borrower" and any Qualified Credit Facility to which any one or more Borrowers such Local Currency Borrower and any one or more Lenders Banks (or its affiliates, agencies or branches) is a party as a “"Local Currency Facility”", with the consent of each such Lender Bank in its sole discretion, by delivering a Local Currency Facility Addendum to the Administrative Agent and the Banks (through the Administrative Agent) executed by IBM the Company, each such Local Currency Borrower and each such Borrower and executed or acknowledged in writing by each such LenderBank, provided, that on the effective date of such designation (i) an Exchange Rate with respect to each Local Currency covered by such Local Currency Facility shall be determinable by reference to the Reuters currency pages (or comparable publicly available screen) and (ii) no Event of Default shall have occurred and be continuing. Concurrently with the delivery of a Local Currency Facility Addendum, IBM the Company or the relevant Local Currency Borrower shall furnish to the Administrative Agent or its counsel copies of all documentation executed and delivered by any Local Currency Borrower in connection therewith, together with, if applicable, an English translation thereof (provided, that IBM may instead furnish an English translation of a summary term sheet in respect thereof describing all material terms thereof so long as an English translation of all such documentation is furnished to the Administrative Agent or its counsel within 90 days after the date of delivery of such Local Currency Facility Addendum)thereof. Except as otherwise provided in this Section 36 or in the definition of "Qualified Credit Facility" in subsection 1.1, the terms and conditions of each Local Currency Facility shall be determined by mutual agreement of the relevant Local Currency Borrower(s) and Local Currency Lender(sBank(s). The documentation governing each Local Currency Facility shall (i) contain an express acknowledgement that such Local Currency Facility shall be subject to the provisions of this Section 36 and (ii) designate a Local Currency Facility Agent for such Local Currency Facility. Each of IBM the Company and, by agreeing to any Local Currency Facility designation as contemplated hereby, each relevant Local Currency Lender Bank (if any) party thereto which is an affiliate, branch or agency of a LenderBank, acknowledges and agrees that each reference in this Agreement to any Lender Bank shall, to the extent applicable, be deemed to be a reference to such Local Currency LenderBank. In the event of any inconsistency between the terms of this Agreement and the terms of any Local Currency Facility, the terms of this Agreement shall prevail. Each of IBM, each relevant Subsidiary Borrower and each relevant Local Currency Lender confirms that each reference to the “IBM 2005 Arrow Electronics Credit Agreement” (or any comparable term) in the documentation governing each Local Currency Facility shall mean and be a reference to this Agreement.

Terms of Local Currency Facilities. (a) Subject to the provisions of this Section 36, each Lender hereby agrees that IBM the Company may in its discretion from time to time designate any credit facility Subsidiary of the Company organized under the laws of any jurisdiction outside the United States as a "Local Currency Borrower" and any Qualified Credit Facility to which any one or more Borrowers such Local Currency Borrower and any one or more Lenders Banks (or its affiliates, agencies or branches) is a party as a “"Local Currency Facility”", with the consent of each such Lender Bank in its sole discretion, by delivering a Local Currency Facility Addendum to the Administrative Agent and the Banks (through the Administrative Agent) executed by IBM the Company, each such Local Currency Borrower and each such Borrower and executed or acknowledged in writing by each such LenderBank, provided, that on the effective date of such designation (i) an Exchange Rate with respect to each Local Currency covered by such Local Currency Facility shall be determinable by reference to the Reuters currency pages (or comparable publicly available screen) and (ii) no Event of Default shall have occurred and be continuing. Concurrently with the delivery of a Local Currency Facility Addendum, IBM the Company or the relevant Local Currency Borrower shall furnish to the Administrative Agent or its counsel copies of all documentation executed and delivered by any Local Currency Borrower in connection therewith, together with, if applicable, an English translation thereof (provided, that IBM may instead furnish an English translation of a summary term sheet in respect thereof describing all material terms thereof so long as an English translation of all such documentation is furnished to the Administrative Agent or its counsel within 90 days after the date of delivery of such Local Currency Facility Addendum)thereof. Except as otherwise provided in this Section 36 or in the definition of "Qualified Credit Facility" in subsection 1.1, the terms and conditions of each Local Currency Facility shall be determined by mutual agreement of the relevant Local Currency Borrower(s) and Local Currency Lender(sBank(s). The documentation governing each Local Currency Facility shall (i) contain an express acknowledgement that such Local Currency Facility shall be subject to the provisions of this Section 36 and (ii) designate a Local Currency Facility Agent for such Local Currency Facility. Each of IBM the Company and, by agreeing to any Local Currency Facility designation as contemplated hereby, each relevant Local Currency Lender Bank (if any) party thereto which is an affiliate, branch or agency of a LenderBank, acknowledges and agrees that each reference in this Agreement to any Lender Bank shall, to the extent applicable, be deemed to be a reference to such Local Currency LenderBank. In the event of any inconsistency between the terms of this Agreement and the terms of any Local Currency Facility, the terms of this Agreement shall prevail. Each of IBM, each relevant Subsidiary Borrower and each relevant Local Currency Lender confirms that each reference to the “IBM Credit Agreement” (or any comparable term) in the documentation governing each Local Currency Facility shall mean and be a reference to this Agreement.

Terms of Local Currency Facilities. (a) Subject to the provisions of this Section 34, each Lender hereby agrees that IBM the Borrower may in its discretion from time to time designate any credit facility Subsidiary of the Borrower organized under the laws of any jurisdiction outside the United States as a "FOREIGN SUBSIDIARY BORROWER" and any Qualified Credit Facility to which any one or more Borrowers such Foreign Subsidiary Borrower and any one or more Lenders (or its Affiliates, agencies or branches) is a party as a “Local Currency Facility”"LOCAL CURRENCY FACILITY", with the consent of each such Lender in its sole discretion, by delivering a Local Currency Facility Addendum to the Administrative Agent and the Lenders (through the Administrative Agent) executed by IBM and the Borrower, each such Foreign Subsidiary Borrower and executed or acknowledged in writing by each such Lender, providedPROVIDED, that on the effective date of such designation (i) an Exchange Rate with respect to each Local Currency covered by such Local Currency Facility shall be determinable by reference to the Reuters currency pages (or comparable publicly available screen) and (ii) no Event of Default shall have occurred and be continuing. Concurrently with the delivery of a Local Currency Facility Addendum, IBM the Borrower or the relevant Foreign Subsidiary Borrower shall furnish to the Administrative Agent or its counsel copies of all documentation executed and delivered by any such Foreign Subsidiary Borrower in connection therewith, together with, if applicable, an English translation thereof (provided, that IBM may instead furnish an English translation of a summary term sheet in respect thereof describing all material terms thereof so long as an English translation of all such documentation is furnished to the Administrative Agent or its counsel within 90 days after the date of delivery of such Local Currency Facility Addendum)thereof. Except as otherwise provided in this Section 34 or in the definition of "Qualified Credit Facility" in subsection 1.1, the terms and conditions of each Local Currency Facility shall be determined by mutual agreement of the relevant Foreign Subsidiary Borrower(s) and Local Currency Lender(s). The documentation governing each Local Currency Facility shall (i) contain an express acknowledgement that such Local Currency Facility shall be subject to the provisions of this Section 34, (ii) if more than one Lender is a party thereto, designate a Local Currency Facility Agent for such Local Currency Facility and (iii) include an opinion of counsel reasonably satisfactory to the Administrative Agent from the jurisdiction in which such Local Currency Facility is established that the documentation governing such Local Currency Facility is enforceable in accordance with its terms. Each of IBM the Borrower and, by agreeing to any Local Currency Facility designation as contemplated hereby, each relevant Local Currency Lender (if any) party thereto which is an affiliateAffiliate, branch or agency of a Lender, acknowledges and agrees that each reference in this Agreement to any Lender shall, to the extent applicable, be deemed to be a reference to such Local Currency Lender. In the event of any inconsistency between the terms of this Agreement and the terms of any Local Currency Facility, the terms of this Agreement shall prevail. Each of IBM, each relevant Subsidiary Borrower and each relevant Local Currency Lender confirms that each reference to the “IBM Credit Agreement” (or any comparable term) in the documentation governing each Local Currency Facility shall mean and be a reference to this Agreement.

Terms of Local Currency Facilities. (a) Subject to the provisions of this Section 34, each Lender hereby agrees that IBM the Borrower may in its discretion from time to time designate any credit facility Subsidiary of the Borrower organized under the laws of any jurisdiction outside the United States as a "Foreign Subsidiary Borrower" and any Qualified Credit Facility to which any one or more Borrowers such Foreign Subsidiary Borrower and any one or more Lenders (or its Affiliates, agencies or branches) is a party as a “"Local Currency Facility”", with the consent of each such Lender in its sole discretion, by delivering a Local Currency Facility Addendum to the Administrative Agent and the Lenders (through the Administrative Agent) executed by IBM and the Borrower, each such Foreign Subsidiary Borrower and executed or acknowledged in writing by each such Lender, provided, that on the effective date of such designation (i) an Exchange Rate with respect to each Local Currency covered by such Local Currency Facility shall be determinable by reference to the Reuters currency pages (no Default or comparable publicly available screen) and (ii) no Event of Default shall have occurred and be continuing. Concurrently with the delivery of a Local Currency Facility Addendum, IBM the Borrower or the relevant Foreign Subsidiary Borrower shall furnish to the Administrative Agent or its counsel copies of all documentation executed and delivered by any such Foreign Subsidiary Borrower in connection therewith, together with, if applicable, an English translation thereof (provided, that IBM may instead furnish an English translation of a summary term sheet in respect thereof describing all material terms thereof so long as an English translation of all such documentation is furnished to the Administrative Agent or its counsel within 90 days after the date of delivery of such Local Currency Facility Addendum)thereof. Except as otherwise provided in this Section 34 or in the definition of "Qualified Credit Facility" in subsection 1.1, the terms and conditions of each Local Currency Facility shall be determined by mutual agreement of the relevant Foreign Subsidiary Borrower(s) and Local Currency Lender(s). The documentation governing each Local Currency Facility shall (i) contain an express acknowledgement that such Local Currency Facility shall be subject to the provisions of this Section 34, (ii) if more than one Lender is a party thereto, designate a Local Currency Facility Agent for such Local Currency Facility and (iii) include an opinion of counsel reasonably satisfactory to the Administrative Agent from the jurisdiction in which such Local Currency Facility is established that the documentation governing such Local Currency Facility is enforceable in accordance with its terms. Each of IBM the Borrower and, by agreeing to any Local Currency Facility designation as contemplated hereby, each relevant Local Currency Lender (if any) party thereto which is an affiliateAffiliate, branch or agency of a Lender, acknowledges and agrees that each reference in this Agreement to any Lender shall, to the extent applicable, be deemed to be a reference to such Local Currency Lender. In the event of any inconsistency between the terms of this Agreement and the terms of any Local Currency Facility, the terms of this Agreement shall prevail. Each of IBM, each relevant Subsidiary Borrower and each relevant Local Currency Lender confirms that each reference to the “IBM Credit Agreement” (or any comparable term) in the documentation governing each Local Currency Facility shall mean and be a reference to this Agreement.

Terms of Local Currency Facilities. (a) Subject to the provisions of this Section 35, each Lender hereby agrees that IBM the Company may in its discretion from time to time designate any credit facility Subsidiary of the Company organized under the laws of any jurisdiction outside the United States as a "Local Currency Borrower" and any Qualified Credit Facility to which any one or more Borrowers such Local Currency Borrower and any one or more Lenders (or its affiliates, agencies or branches) is a party as a “"Local Currency Facility”", with the consent of each such Lender in its sole discretion, by delivering a Local Currency Facility Addendum to the Administrative Agent and the Lenders (through the Administrative Agent) executed by IBM and the Company, each such Local Currency Borrower and executed or acknowledged in writing by each such Lender, provided, that on the effective date of such designation (i) an Exchange Rate with respect to each Local Currency covered by such Local Currency Facility shall be determinable by reference to the Reuters currency pages (or comparable publicly available screen) and (ii) no Event of Default shall have occurred and be continuing. Concurrently with the delivery of a Local Currency Facility Addendum, IBM the Company or the relevant Local Currency Borrower shall furnish to the Administrative Agent or its counsel copies of all documentation executed and delivered by any such Local Currency Borrower in connection therewith, together with, if applicable, an English translation thereof (provided, that IBM may instead furnish an English translation of a summary term sheet in respect thereof describing all material terms thereof so long as an English translation of all such documentation is furnished to the Administrative Agent or its counsel within 90 days after the date of delivery of such Local Currency Facility Addendum)thereof. Except as otherwise provided in this Section 35 or in the definition of "Qualified Credit Facility" in subsection 1.1, the terms and conditions of each Local Currency Facility shall be determined by mutual agreement of the relevant Local Currency Borrower(s) and Local Currency Lender(s). The documentation governing each Local Currency Facility shall (i) contain an express acknowledgement that such Local Currency Facility shall be subject to the provisions of this Section 35 and (ii) if more than one Lender is a party thereto, designate a Local Currency Facility Agent for such Local Currency Facility. Each of IBM the Company and, by agreeing to any Local Currency Facility designation as contemplated hereby, each relevant Local Currency Lender (if any) party thereto which is an affiliate, branch or agency of a Lender, acknowledges and agrees that each reference in this Agreement to any Lender shall, to the extent applicable, be deemed to be a reference to such Local Currency Lender. In the event of any inconsistency between the terms of this Agreement and the terms of any Local Currency Facility, the terms of this Agreement shall prevail. Each of IBM, each relevant Subsidiary Borrower and each relevant Local Currency Lender confirms that each reference to the “IBM Credit Agreement” (or any comparable term) in the documentation governing each Local Currency Facility shall mean and be a reference to this Agreement.

Terms of Local Currency Facilities. (a) Subject to the provisions of this Section 3, each Lender hereby agrees that IBM may in its discretion from time to time designate any credit facility to which any one or more Borrowers and any one or more Lenders is a party as a “Local Currency Facility”, with the consent of each such Lender in its sole discretion, by delivering a Local Currency Facility Addendum to the Administrative Agent executed by IBM and each such Borrower and executed or acknowledged in writing by each such Lender, provided, that on the effective date of such designation (i) an Exchange Rate with respect to each Local Currency covered by such Local Currency Facility shall be determinable by reference to the Reuters currency pages (or comparable publicly available screen) and (ii) no Event of Default shall have occurred and be continuing. Concurrently with the delivery of a Local Currency Facility Addendum, IBM or the relevant Borrower shall furnish to the Administrative Agent or its counsel copies of all documentation executed and delivered by any Borrower in connection therewith, together with, if applicable, an English translation thereof (provided, that IBM may instead furnish an English translation of a summary term sheet in respect thereof describing all material terms thereof so long as an English translation of all such documentation is furnished to the Administrative Agent or its counsel within 90 days after the date of delivery of such Local Currency Facility Addendum). Except as otherwise provided in this Section 3, the terms and conditions of each Local Currency Facility shall be determined by mutual agreement of the relevant Borrower(s) and Local Currency Lender(s). The documentation governing each Local Currency Facility shall contain an express acknowledgement that such Local Currency Facility shall be subject to the provisions of this Section 3. Each of IBM and, by agreeing to any Local Currency Facility designation as contemplated hereby, each relevant Local Currency Lender (if any) which is an affiliate, branch or agency of a Lender, acknowledges and agrees that each reference in this Agreement to any Lender shall, to the extent applicable, be deemed to be a reference to such Local Currency Lender. In the event of any inconsistency between the terms of this Agreement and the terms of any Local Currency Facility, the terms of this Agreement shall prevail. Each of IBM, each relevant Subsidiary Borrower and each relevant Local Currency Lender confirms that each reference to the “IBM Credit Agreement” (or 50 any comparable term) in the documentation governing each Local Currency Facility shall mean and be a reference to this Agreement.

Terms of Local Currency Facilities. (a) Subject to the provisions of this Section 36, each Lender hereby agrees that IBM the Company may in its discretion from time to time designate any credit facility Subsidiary of the Company organized under the laws of any jurisdiction outside the United States as a "Local Currency Borrower" and any Qualified Credit Facility to which any one or more Borrowers such Local Currency Borrower and any one or more Lenders Banks (or its affiliates, agencies or branches) is a party as a “"Local Currency Facility”", with the consent of each such Lender Bank in its sole discretion, by delivering a Local Currency Facility Addendum to the Administrative Agent and the Banks (through the Administrative Agent) executed by IBM the Company, each such Local Currency Borrower and each such Borrower and executed or acknowledged in writing by each such LenderBank, provided, that on the effective date of such designation (i) an Exchange Rate with respect to each Local Currency covered by such Local Currency Facility shall be determinable by reference to the Reuters currency pages (or comparable publicly available screen) and (ii) no Event of Default shall have occurred and be continuing. Concurrently with the delivery of a Local Currency Facility Addendum, IBM the Company or the relevant Local Currency Borrower shall furnish to the Administrative Agent or its counsel copies of all documentation executed and delivered by any Local Currency Borrower in connection therewith, together with, if applicable, an English translation thereof (provided, that IBM may instead furnish an English translation of a summary term sheet in respect thereof describing all material terms thereof so long as an English translation of all such documentation is furnished to the Administrative Agent or its counsel within 90 days after the date of delivery of such Local Currency Facility Addendum)thereof. Except as otherwise provided in this Section 36 or in the definition of "Qualified Credit Facility" in subsection 1.1, the terms and conditions of each Local Currency Facility shall be determined by mutual agreement of the relevant Local Currency Borrower(s) and Local Currency Lender(sBank(s). The documentation governing each Local Currency Facility shall (i) contain an express acknowledgement that such Local Currency Facility shall be subject to the provisions of this Section 36 and (ii) designate a Local Currency Facility Agent for such Local Currency Facility. Each of IBM the Company and, by agreeing to any Local Currency Facility designation as contemplated hereby, each relevant Local Currency Lender Bank (if any) party thereto which is an affiliate, branch or agency of a LenderBank, acknowledges and agrees that each reference in this Agreement to any Lender Bank shall, to the extent applicable, be deemed to be a reference to such Local Currency LenderBank. In the event of any inconsistency between the terms of this Agreement and the terms of any Local Currency Facility, the terms of this Agreement shall prevail. Each of IBM, each relevant Subsidiary Borrower and each relevant Local Currency Lender confirms that each reference to the “IBM Credit Agreement” (or any comparable term) in the documentation governing each Local Currency Facility shall mean and be a reference to this Agreement.

Terms of Local Currency Facilities. (a) Subject to the provisions of this Section 3, each Lender hereby agrees that IBM may in its discretion from time to time designate any credit facility to which any one or more Borrowers and any one or more Lenders is a party as a “"Local Currency Facility”", with the consent of each such Lender in its sole discretion, by delivering a Local Currency Facility Addendum to the Administrative Agent and the Lenders (through the Administrative Agent) executed by IBM and IBM, each such Borrower and executed or acknowledged in writing by each such Lender, provided, that on the effective date of such designation (i) an Exchange Rate with respect to each Local Currency covered by such Local Currency Facility shall be determinable by reference to the Reuters currency pages (or comparable publicly available screen) and (ii) no Event of Default shall have occurred and be continuing. Concurrently with the delivery of a Local Currency Facility Addendum, IBM or the relevant Borrower shall furnish to the Administrative Agent or its counsel copies of all documentation executed and delivered by any Borrower in connection therewith, together with, if applicable, an English translation thereof (provided, that IBM may instead furnish an English translation of a summary term sheet in respect thereof describing all material terms thereof so long as an English translation of all such documentation is furnished to the Administrative Agent or its counsel within 90 days after the date of delivery of such Local Currency Facility Addendum). Except as otherwise provided in this Section 3, the terms and conditions of each Local Currency Facility shall be determined by mutual agreement of the relevant Borrower(s) and Local Currency Lender(s). The documentation governing each Local Currency Facility shall contain an express acknowledgement acknowledgment that such Local Currency Facility shall be subject to the provisions of this Section 3. Each of IBM and, by agreeing to any Local Currency Facility designation as contemplated hereby, each relevant Local Currency Lender (if any) which is an affiliate, branch or agency of a Lender, acknowledges and agrees that each reference in this Agreement to any Lender shall, to the extent applicable, be deemed to be a reference to such Local Currency Lender. In the event of any inconsistency between the terms of this Agreement and the terms of any Local Currency Facility, the terms of this Agreement shall prevail. Each of IBM, each relevant Subsidiary Borrower and each relevant Local Currency Lender confirms that each reference to the “IBM Credit Agreement” (or any comparable term) in the documentation governing each Local Currency Facility shall mean and be a reference to this Agreement.

Terms of Local Currency Facilities. (a) Subject to the provisions of this Section 3Article 5, each Lender hereby agrees that IBM the Company may in its discretion from time to time designate any credit facility Subsidiary of the Company organized under the laws of any jurisdiction outside the United States as a "Local Currency Borrower" and any Qualified Credit Facility to which any one or more Borrowers such Local Currency Borrower and any one or more Lenders (or its affiliates, agencies or branches) is a party as a “"Local Currency Facility”", with the consent of each such Lender in its sole discretion, by delivering a Local Currency Facility Addendum to the Administrative Agent and the Lenders (through the Administrative Agent) executed by IBM and the Company, each such Local Currency Borrower and executed or acknowledged in writing by each such Lender, provided, that on the effective date of such designation (i) an Exchange Rate with respect to each Local Currency covered by such Local Currency Facility shall be determinable by reference to the Reuters currency pages (or comparable publicly available screen) and (ii) no Event of Default shall have occurred and be continuing. Concurrently with the delivery of a Local Currency Facility Addendum, IBM the Company or the relevant Local Currency Borrower shall furnish to the Administrative Agent or its counsel copies of all documentation executed and delivered by any such Local Currency Borrower in connection therewith, together with, if applicable, an English translation thereof (provided, that IBM may instead furnish an English translation of a summary term sheet in respect thereof describing all material terms thereof so long as an English translation of all such documentation is furnished to the Administrative Agent or its counsel within 90 days after the date of delivery of such Local Currency Facility Addendum)thereof. Except as otherwise provided in this Article V or in the definition of "Qualified Credit Facility" in Section 31.01, the terms and conditions of each Local Currency Facility shall be determined by mutual agreement of the relevant Local Currency Borrower(s) and Local Currency Lender(s). The documentation governing each Local Currency Facility shall (i) contain an express acknowledgement that such Local Currency Facility shall be subject to the provisions of this Section 3Article V and (ii) if more than one Lender is a party thereto, designate a Local Currency Facility Agent for such Local Currency Facility. Each of IBM the Company and, by agreeing to any Local Currency Facility designation as contemplated hereby, each relevant Local Currency Lender (if any) party thereto which is an affiliate, branch or agency of a Lender, acknowledges and agrees that each reference in this Agreement to any Lender shall, to the extent applicable, be deemed to be a reference to such Local Currency Lender. In the event of any inconsistency between the terms of this Agreement and the terms of any Local Currency Facility, the terms of this Agreement shall prevail. Each of IBM, each relevant Subsidiary Borrower and each relevant Local Currency Lender confirms that each reference to the “IBM Credit Agreement” (or any comparable term) in the documentation governing each Local Currency Facility shall mean and be a reference to this Agreement.