Common use of Assignment of Commitments Under Certain Circumstances Clause in Contracts

Assignment of Commitments Under Certain Circumstances. (a) In the event that any Lender shall have delivered a notice or certificate pursuant to Section 2.12 or 2.13, or a Borrower shall be required to make additional payments to any Lender under Section 2.18, Alcoa (in the case of a U.S. Lender) and Alcoa of Australia (in the case of an Australian Lender) shall have the right, at its own expense, upon notice to such Lender and the Agents, to require such Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 10.04) all its interests, rights and obligations under this Agreement to another financial institution which shall assume such obligations; provided, however, that (i) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority and (ii) Alcoa or the assignee, as the case may be, shall pay (or, in the case of Alcoa, cause another Borrower to pay) to the affected Lender in immediately available funds on the date of such termination or assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder. (b) In the event that any Australian Lender shall have delivered a notice or certificate pursuant to Section 2.12, or the obligation of any Australian Lender to extend Australia/U.S. Loans shall have been suspended or terminated in accordance with Section 2.08 or Section 2.13(b), then Alcoa of Australia may require such Australian Lender to make Australia/U.S. Loans to be made to Alcoa of Australia available in Australian Dollars on the terms of this Agreement, provided that: (i) the aggregate Original Dollar Amount of all Australia/U.S. Loans outstanding at any time shall not exceed the Total Australia/U.S. Commitment at that time; and the aggregate Original Dollar Amount of all Australia/U.S. Loans made by such Australian Lender and outstanding at any time shall not exceed the Australia/U.S. Commitment of such Australian Lender at that time; (ii) a notice of Borrowing may be given at any time up to close of business on the Business Day prior to the date of the proposed Australia/U.S. Loan to be made to Alcoa of Australia; (iii) interest on each Australia/U.S. Loan to Alcoa of Australia denominated in Australian Dollars will be computed on a daily basis on a year of 365 days; (iv) the rate of interest for each Australia/U.S. Loan to Alcoa of Australia denominated in Australian Dollars for each Interest Period will be the aggregate of the Bill Rate for that Interest Period and the A▇▇▇▇cable Margin; and (v) all payments in Australian Dollars shall be made to such accounts as are nominated by such Australian Lender and Alcoa of Australia respectively at such time. If any Australia/U.S. Loan to Alcoa of Australia is denominated in Australian Dollars, the applicable Australian Lender, acting in good faith, shall if requested use all reasonable efforts to assist Alcoa of Australia to convert the proceeds into another currency and/or to hedge any currency exposure arising from the Australia/U.S. Loan to Alcoa of Australia being denominated in Australian Dollars including entering into foreign exchange or currency swap transactions at market rates.