Utilization of Commitments in Optional Currencies. (a) The Administrative Agent or the Issuing Lenders, as applicable, will determine the Dollar Equivalent amounts of Extensions of Credit and outstanding amounts denominated in Optional Currencies. Such Dollar Equivalent shall become effective as of such Computation Date and shall be the Dollar Equivalent of such amounts until the next Computation Date to occur. Except for purposes of financial statements delivered by Borrowers hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the Issuing Lenders, as applicable. (b) The Company may from time to time request that Optional Currency Loans be made and/or Letters of Credit be issued in a currency other than those specifically listed in the definition of “Optional Currency”; provided, that, such requested currency is an Eligible Currency. In the case of any such request with respect to the making of Optional Currency Loans, such request shall be subject to the approval of the Administrative Agent and each Lender with a Commitment under which such currency is requested to be made available; and in the case of any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the applicable Issuing Lender. Any such request shall be made to the Administrative Agent not later than 11:00 a.m., twenty (20) Business Days prior to the date of the desired Extension of Credit (or such other time or date as may be agreed by the Administrative Agent and, in the case of any such request pertaining to Letters of Credit, the applicable Issuing Lender, in their sole discretion). In the case of any such request pertaining to Letters of Credit, the Administrative Agent shall promptly notify the applicable Issuing Lender thereof. Each applicable Lender (in the case of any such request pertaining to Optional Currency Loans) or Issuing Lender (in the case of a request pertaining to Letters of Credit) shall notify the Administrative Agent, not later than 11:00 a.m., ten (10) Business Days after receipt of such request whether it consents, in its sole discretion, to the making of Optional Currency Loans or the issuance of Letters of Credit, as the case may be, in such requested currency. Any failure by a Lender or an Issuing Lender, as the case may be, to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Lender or such Issuing Lender, as the case may be, to permit Optional Currency Loans to be made or Letters of Credit to be issued by such Issuing Lender in such requested currency. If the Administrative Agent and all the applicable Lenders consent to making Optional Currency Loans in such requested currency and the Administrative Agent and such Lenders reasonably determine that an appropriate interest rate is available to be used for such requested currency, the Administrative Agent shall so notify the Company and (i) the Administrative Agent and such Lenders may amend the definition of Optional Currency Daily Rate or Optional Currency Term Rate to the extent necessary to add the applicable rate for such currency and any applicable adjustment for such rate and (ii) to the extent the definition of Optional Currency Daily Rate or Optional Currency Term Rate has been amended to reflect the appropriate rate for such currency, such currency shall thereupon be deemed for all purposes to be an Optional Currency for purposes of any Borrowings of Optional Currency Loans. If the Administrative Agent and the applicable Issuing Lenders consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Company and (A) the Administrative Agent and such Issuing Lenders may amend the definition of Optional Currency Daily Rate or Optional Currency Term Rate, as applicable, to the extent necessary to add the applicable rate for such currency and any applicable adjustment for such rate and (B) to the extent the definition of Optional Currency Daily Rate or Optional Currency Term Rate, as applicable, has been amended to reflect the appropriate rate for such currency, such currency shall thereupon be deemed for all purposes to be an Optional Currency, for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 2.06(b), the Administrative Agent shall promptly so notify the Company. Any specified currency of an Existing Letter of Credit that is neither Dollars nor one of the Optional Currencies specifically listed in the definition of “Optional Currency” shall be deemed an Optional Currency with respect to such Existing Letter of Credit only. (c) Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of an Optional Currency Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing, Optional Currency Loan or Letter of Credit is denominated in an Optional Currency, such amount shall be the relevant Dollar Equivalent of such amount (rounded to the nearest unit of such Optional Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the applicable Issuing Lender, as the case may be. The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to any reference rate referred to herein or with respect to any rate (including, for the avoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any such rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing) or the effect of any of the foregoing, or of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions or other activities that affect any reference rate referred to herein, or any alternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing) or any related spread or other adjustments thereto, in each case, in a manner adverse to the Borrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain any reference rate referred to herein or any alternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing), in each case pursuant to the terms of this Agreement, and shall have no liability to any Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any rate (or component thereof) provided by any such information source or service.
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Sources: Second Amendment and Joinder and Assumption Agreement (West Pharmaceutical Services Inc)
Utilization of Commitments in Optional Currencies. (a) The 2.10.1 Periodic Computations of Dollar Equivalent Amounts of Revolving Credit Loans that are Optional Currency Loans and Letters of Credit Outstanding; Repayment in Same Currency. For purposes of determining utilization of the Revolving Credit Commitments, the Administrative Agent or the Issuing Lenders, as applicable, will determine the Dollar Equivalent amounts amount of Extensions (i) the proposed Revolving Credit Loans that are Optional Currency Loans and Letters of Credit and outstanding amounts to be denominated in an Optional Currencies. Such Dollar Equivalent shall become effective Currency as of the requested Borrowing Date or date of issuance, as the case may be, (ii) the outstanding Letter of Credit Obligations denominated in an Optional Currency as of the last Business Day of each month, (iii) the outstanding Revolving Credit Loans denominated in an Optional Currency as of the end of each Interest Period and (iv) any Revolving Credit Loan, Letter of Credit Obligation, fee, payment or other obligation under this Agreement or any other Loan Document on any date on which the Administrative Agent reasonably determines it is necessary or advisable to make such computation in its sole discretion (each such date under clauses (i) through (iv) is referred to as a “Computation Date and shall be the Dollar Equivalent of such amounts until the next Computation Date to occurDate”). Except for purposes of financial statements delivered by Borrowers hereunder or calculating financial covenants hereunder or except as Unless otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined in this Agreement or agreed to by the Administrative Agent or the Issuing Lenders, as applicable.
(b) The Company may from time to time request that Optional Currency Loans be made and/or Letters of Credit be issued in a currency other than those specifically listed in the definition of “Optional Currency”; provided, that, such requested currency is an Eligible Currency. In the case of any such request with respect to the making of Optional Currency Loans, such request shall be subject to the approval of the Administrative Agent and each Lender with a Commitment under which such currency is requested to be made available; and in the case of any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the applicable Issuing Lender. Any such request shall be made to the Administrative Agent not later than 11:00 a.m., twenty (20) Business Days prior to the date of the desired Extension of Credit (or such other time or date as may be agreed by the Administrative Agent and, in the case of any such request pertaining to Letters of Credit, the applicable Issuing Lender, in their sole discretion). In the case of any such request pertaining to Letters of Credit, the Administrative Agent shall promptly notify the applicable Issuing Lender thereof. Each applicable Lender (in the case of any such request pertaining to Optional Currency LoansReimbursement Obligation) and the applicable Borrower, each Loan and Reimbursement Obligation shall be repaid or Issuing Lender (prepaid in the case same currency in which the Loan or Reimbursement Obligation was made. Notwithstanding the foregoing or anything contained herein to the contrary, if it is impossible or illegal for any Borrower to effect payment of a request pertaining Loan in the currency in which such Loan was made, or if the applicable Borrower defaults in its obligation to Letters do so, the Required Lenders may at their option permit such payment to be made (i) at and to a different location, subsidiary, affiliate or correspondent of Credit) shall notify the Administrative Agent, not later than 11:00 a.m., ten (10ii) Business Days after receipt in the Dollar Equivalent amount of such request whether it consentspayment, or (iii) in its sole discretion, to the making an Equivalent Amount of Optional Currency Loans or the issuance of Letters of Credit, such other currency (freely convertible into Dollars) as the case Required Lenders may be, solely at their option designate. Upon any events described in such requested currency. Any failure by a Lender or an Issuing Lender, as the case may be, to respond to such request within the time period specified in (i) through (iii) of the preceding sentence sentence, the applicable Borrower shall be deemed make such payment and such Borrower agrees to be a refusal hold each Lender harmless from and against any loss incurred by such Lender arising from the cost to such Lender of any premium, any costs of exchange, the cost of hedging and covering the currency in which such Loan was originally made, and from any change in the value of Dollars, or such Issuing Lender, as the case may be, to permit Optional Currency Loans to be made or Letters of Credit to be issued by such Issuing Lender in such requested currency. If the Administrative Agent and all the applicable Lenders consent to making Optional Currency Loans in such requested currency and the Administrative Agent and such Lenders reasonably determine that an appropriate interest rate is available to be used for such requested other currency, the Administrative Agent shall so notify the Company and (i) the Administrative Agent and such Lenders may amend the definition of Optional Currency Daily Rate or Optional Currency Term Rate in relation to the extent necessary to add the applicable rate for such currency that was due and any applicable adjustment for such rate and (ii) to the extent the definition of Optional Currency Daily Rate or Optional Currency Term Rate has been amended to reflect the appropriate rate for such currency, such currency shall thereupon be deemed for all purposes to be an Optional Currency for purposes of any Borrowings of Optional Currency Loans. If the Administrative Agent and the applicable Issuing Lenders consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Company and (A) the Administrative Agent and such Issuing Lenders may amend the definition of Optional Currency Daily Rate or Optional Currency Term Rate, as applicable, to the extent necessary to add the applicable rate for such currency and any applicable adjustment for such rate and (B) to the extent the definition of Optional Currency Daily Rate or Optional Currency Term Rate, as applicable, has been amended to reflect the appropriate rate for such currency, such currency shall thereupon be deemed for all purposes to be an Optional Currency, for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 2.06(b), the Administrative Agent shall promptly so notify the Company. Any specified currency of an Existing Letter of Credit that is neither Dollars nor one of the Optional Currencies specifically listed in the definition of “Optional Currency” shall be deemed an Optional Currency with respect to such Existing Letter of Credit onlyowing 2.
(c) Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of an Optional Currency Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing, Optional Currency Loan or Letter of Credit is denominated in an Optional Currency, such amount shall be the relevant Dollar Equivalent of such amount (rounded to the nearest unit of such Optional Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the applicable Issuing Lender, as the case may be. The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to any reference rate referred to herein or with respect to any rate (including, for the avoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any such rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing) or the effect of any of the foregoing, or of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions or other activities that affect any reference rate referred to herein, or any alternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing) or any related spread or other adjustments thereto, in each case, in a manner adverse to the Borrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain any reference rate referred to herein or any alternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing), in each case pursuant to the terms of this Agreement, and shall have no liability to any Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any rate (or component thereof) provided by any such information source or service.
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