Availability of Advances. (a) The Facility shall be available for Drawdowns by the Borrowers, at the option of the Borrowers, as follows: (i) to Celestica or any Canadian Designated Subsidiary, Drawdowns from Canadian Lenders, each in a minimum amount of Cdn.$5,000,000 and integral multiples of Cdn.$100,000 in excess thereof, in Canadian Dollars by way of Prime Rate Advances; (ii) to Celestica or any Canadian Designated Subsidiary, Drawdowns from Canadian Lenders, each in a minimum amount of Cdn.$5,000,000 and integral multiples of Cdn.$100,000 in excess thereof, in Canadian Dollars by way of Bankers’ Acceptance Advances; (iii) to Celestica or any Canadian Designated Subsidiary, Drawdowns from Canadian Lenders, each in a minimum amount of U.S.$5,000,000 and integral multiples of U.S.$100,000 in excess thereof, in United States Dollars by way of Base Rate Canada Advances; (iv) to Celestica or any Canadian Designated Subsidiary, Drawdowns from Canadian Lenders, each in a minimum amount of U.S.$5,000,000 and integral multiples of U.S.$100,000 in excess thereof, in United States Dollars by way of LIBOR Advances; (v) to any U.S. Designated Subsidiary, Drawdowns from U.S. Lenders each in a minimum amount of U.S.$5,000,000 and integral multiples of U.S.$100,000 in excess thereof, in United States Dollars by way of Base Rate Advances; (vi) to any U.S. Designated Subsidiary, Drawdowns from U.S. Lenders, each in a minimum amount of U.S.$5,000,000 and integral multiples of U.S.$100,000 in excess thereof, in United States Dollars by way of LIBOR Advances; (vii) to any Consent Designated Subsidiary, Drawdowns from the Relevant Lenders, each in a minimum amount of U.S.$5,000,000 and integral multiples of U.S. $100,000 in excess thereof, in United Stated Dollars by way of LIBOR Advances; and (viii) to Celestica, Letters of Credit from the Issuing Bank on behalf of the Canadian Lenders in, at the option of Celestica, Canadian Dollars, United States Dollars, Euros or Pounds Sterling or such other currency as Celestica may request, in accordance with Article 3. (b) Each Drawdown of an Advance pursuant to Section 2.3(a)(i) to (vii) shall be made by irrevocable Drawdown Notice, which Drawdown Notice shall be given by the applicable Borrower to the Administrative Agent, not later than (x) 10:00 a.m. Toronto, Canada time on the Banking Day prior to the relevant Drawdown Date in the case of Prime Rate Advances, Bankers’ Acceptance Advances, Base Rate Canada Advances and Base Rate Advances, (y) 10:00 a.m. New York, New York time on the third Banking Day prior to the relevant Drawdown Date in the case of a LIBOR Advance in United States Dollars requested by Celestica, a Canadian Designated Subsidiary or a U.S. Designated Subsidiary, and (z) 10:00 a.m. London, England time on the third Banking Day prior to the relevant Drawdown Date in the case of a LIBOR Advance in United States Dollars requested by a Consent Designated Subsidiary. (c) The Borrowers shall have the right to convert one currency into another as they see fit, but subject to the terms of this Agreement, including, without limitation, those provisions set out in Sections 2.3(a)(i) to (vii) if the Conversion relates to an Advance other than a Swing Line Advance, providing for the manner in which the Facility is available to each Borrower. Celestica or a Canadian Designated Subsidiary may not make a Drawdown under the Facility if, as a result of such Drawdown, the sum of (i) the Equivalent Amount, expressed in United States Dollars, of the aggregate principal amount of all Prime Rate Advances and Acceptance Notes outstanding under the Facility, plus (ii) the Equivalent Amount, expressed in United States Dollars, of the aggregate Face Amount of all Bankers’ Acceptances outstanding under the Facility, plus (iii) the Equivalent Amount, expressed in United States Dollars, of the maximum amount which may be drawn under all Letters of Credit outstanding under the Facility, plus (iv) the aggregate principal amount of all Base Rate Canada Advances outstanding under the Facility, plus (v) the aggregate principal amount of all LIBOR Advances outstanding under the Facility to Celestica or a Canadian Designated Subsidiary (collectively, the “Canadian Outstanding Amount”) would exceed the aggregate of all Commitments of the Canadian Lenders at such time (or such lesser amount as may be available following a cancellation in part of the Facility pursuant to Section 2.7). A U.S. Designated Subsidiary may not make a Drawdown under the Facility if, as a result of such Drawdown, the sum of (i) the aggregate principal amount of all Base Rate Advances outstanding under the Facility to a U.S. Designated Subsidiary, plus (ii) the aggregate principal amount of all LIBOR Advances outstanding under the Facility to a U.S. Designated Subsidiary would exceed the aggregate of all Commitments of the U.S. Lenders at such time (or such lesser amount as may be available following a cancellation in part of the Facility pursuant to Section 2.7). A Consent Designated Subsidiary may not make a Drawdown under the Facility if, as a result of such Drawdown, the sum of the aggregate principal amount of all LIBOR Advances outstanding under the Facility to a Consent Designated Subsidiary by the Relevant Lenders would exceed the aggregate of all Commitments of such Relevant Lenders at such time (or such lesser amount as may be available following a cancellation in part of the Facility pursuant to Section 2.7). (d) If a Borrower wishes to make a Drawdown under the Facility for the purpose of financing a Take-over Bid, such Borrower shall deliver to the Administrative Agent a written notice (a “Take-over Bid Notice”) thereof at least ten (10) Banking Days prior to the day on which it gives to the Administrative Agent a Drawdown Notice requesting such Drawdown. Such Take-over Bid Notice shall include the details of such Take-over Bid. As soon as possible, but in any event within five (5) Banking Days of the giving of the Take-over Bid Notice, each Relevant Lender shall, acting reasonably and in good faith, determine whether or not it wishes to fund its Main Facility Rateable Portion of such Drawdown. Notwithstanding any other provisions hereof, if any Relevant Lender determines that it does not wish to fund its Main Facility Rateable Portion of such Drawdown, such Relevant Lender shall not be required to fund its Main Facility Rateable Portion of such Drawdown and the Drawdown shall be reduced accordingly, and such Relevant Lender shall be considered to be acting reasonably and in good faith if it determines that it does not wish to fund such Drawdown based on any of its internal regulatory, take-over bid and credit policies and procedures. (e) This Section 2.3 shall not apply to Swing Line Advances. (f) An Other Jurisdiction Lender may only make Advances to Consent Designated Subsidiaries domiciled in one Additional Jurisdiction. (g) Celestica may increase or decrease: (i) the Commitments of the U.S. Lenders, in the aggregate, the Canadian Lenders, in the aggregate, and/or the Other Jurisdiction Lenders in respect of an Additional Jurisdiction, in the aggregate, by written notice set out in the Officer’s Certificate of Celestica to be delivered by it quarterly pursuant to Section 9.1(a)(iii); (ii) the Commitments of the U.S. Lenders, in the aggregate, and the Canadian Lenders, in the aggregate, upon three (3) Banking Days’ prior written notice, not more than two times per year, by delivery to the Administrative Agent of a notice in the form of Schedule V; and (iii) the Commitments of the Other Jurisdiction Lenders in respect of an Additional Jurisdiction and their Related Lenders, in the aggregate, upon five (5) Banking Days’ prior written notice, not more than two times per year, by delivery to the Administrative Agent of a notice in the form of Schedule V; provided that following any such increases or decreases: (A) there shall be no change in the aggregate Commitments of all Lenders; (B) the aggregate Commitments of the Lenders in respect of Canada, the U.S. and each Additional Jurisdiction shall not be less than the aggregate Advances of the Lenders that are outstanding to Borrowers in such jurisdictions immediately prior to such changes being made; and (C) the aggregate Other Jurisdiction Lenders’ Commitments in respect of an Additional Jurisdiction shall not be greater than the aggregate maximum Commitments of such Other Jurisdiction Lenders set out in Schedule B. Following receipt of such written notice, the Administrative Agent shall determine the revised Commitment of each Lender based on the revised aggregate Commitments of the U.S. Lenders, the Canadian Lenders and the Other Jurisdiction Lenders in respect of each Additional Jurisdiction, as applicable, and shall amend Schedule B to reflect such revised Commitments. For greater certainty, in any year, Celestica shall be entitled to effect increases or decreases in Commitments pursuant to all of Section 2.3(g)(i), (ii) and (iii) cumulatively. (h) In determining the revised Commitment of each Lender as a result of an increase or decrease in Commitments under Section 2.3(g), the Administrative Agent shall ensure that following the changes to the Commitments of each Lender: (A) the aggregate Commitments of a Lender and all of its Related Lenders shall be the same after giving effect to such changes in the Commitments; (B) a Lender’s Commitment shall not be less than the aggregate Advances of such Lender that are outstanding immediately prior to such changes being made; and (C) an Other Jurisdiction Lender’s Commitment shall not be greater than the maximum Commitment of such Other Jurisdiction Lender set out in Schedule B.
Appears in 1 contract
Availability of Advances. (a) The Facility shall be available for Drawdowns by the Borrowers, at the option of the Borrowers, as follows:
(i) to Celestica or any Canadian Designated Subsidiary, Drawdowns from Canadian Lenders, each in a minimum amount of Cdn.$5,000,000 and integral multiples of Cdn.$100,000 in excess thereof, in Canadian Dollars by way of Prime Rate Advances;
(ii) to Celestica or any Canadian Designated Subsidiary, Drawdowns from Canadian Lenders, each in a minimum amount of Cdn.$5,000,000 and integral multiples of Cdn.$100,000 in excess thereof, in Canadian Dollars by way of Bankers’ Acceptance Advances;
(iii) to Celestica or any Canadian Designated Subsidiary, Drawdowns from Canadian Lenders, each in a minimum amount of U.S.$5,000,000 and integral multiples of U.S.$100,000 in excess thereof, in United States Dollars by way of Base Rate Canada Advances;
(iv) to Celestica or any Canadian Designated Subsidiary, Drawdowns from Canadian Lenders, each in a minimum amount of U.S.$5,000,000 and integral multiples of U.S.$100,000 in excess thereof, in United States Dollars by way of LIBOR Advances;
(v) to any U.S. Designated Subsidiary, Drawdowns from U.S. Lenders each in a minimum amount of U.S.$5,000,000 and integral multiples of U.S.$100,000 in excess thereof, in United States Dollars by way of Base Rate Advances;
(vi) to any U.S. Designated Subsidiary, Drawdowns from U.S. Lenders, each in a minimum amount of U.S.$5,000,000 and integral multiples of U.S.$100,000 in excess thereof, in United States Dollars by way of LIBOR Advances;
(vii) to any Consent Designated Subsidiary, Drawdowns from the Relevant Lenders, each in a minimum amount of U.S.$5,000,000 and integral multiples of U.S. $100,000 in excess thereof, in United Stated Dollars by way of LIBOR Advances; and
(viii) to Celestica, Letters of Credit from the Issuing Bank on behalf of the Canadian Lenders in, at the option of Celestica, Canadian Dollars, United States Dollars, Euros or Pounds Sterling or such other currency as Celestica may request, in accordance with Article 3.
(b) Each Drawdown of an Advance pursuant to Section 2.3(a)(i) to (vii) shall be made by irrevocable Drawdown Notice, which Drawdown Notice shall be given by the applicable Borrower to the Administrative Agent, not later than (x) 10:00 a.m. Toronto, Canada time on the Banking Day prior to the relevant Drawdown Date in the case of Prime Rate Advances, Bankers’ Acceptance Advances, Base Rate Canada Advances and Base Rate Advances, (y) 10:00 a.m. New York, New York time on the third Banking Day prior to the relevant Drawdown Date in the case of a LIBOR Advance in United States Dollars requested by Celestica, a Canadian Designated Subsidiary or a U.S. Designated Subsidiary, and (z) 10:00 a.m. London, England time on the third Banking Day prior to the relevant Drawdown Date in the case of a LIBOR Advance in United States Dollars requested by a Consent Designated Subsidiary.
(c) The Borrowers shall have the right to convert one currency into another as they see fit, but subject to the terms of this Agreement, including, without limitation, those provisions set out in Sections 2.3(a)(iitems (i) to (vii) of subsection (a) above if the Conversion relates to an Advance other than a Swing Line Advance, providing for the manner in which the Facility is available to each Borrower. Celestica or a Canadian Designated Subsidiary may not make a Drawdown under the Facility if, as a result of such Drawdown, the sum of (i) the Equivalent Amount, expressed in United States Dollars, of the aggregate principal amount of all Prime Rate Advances and Acceptance Notes outstanding under the Facility, plus (ii) the Equivalent Amount, expressed in United States Dollars, of the aggregate Face Amount of all Bankers’ Acceptances outstanding under the Facility, plus (iii) the Equivalent Amount, expressed in United States Dollars, of the maximum amount which may be drawn under all Letters of Credit outstanding under the Facility, plus (iv) the aggregate principal amount of all Base Rate Canada Advances outstanding under the Facility, plus (v) the aggregate principal amount of all LIBOR Advances outstanding under the Facility to Celestica or a Canadian Designated Subsidiary (collectively, the “Canadian Outstanding Amount”) would exceed the aggregate of all Commitments of the Canadian Lenders at such time (or such lesser amount as may be available following a cancellation in part of the Facility pursuant to Section 2.7). A U.S. Designated Subsidiary may not make a Drawdown under the Facility if, as a result of such Drawdown, the sum of (i) the aggregate principal amount of all Base Rate Advances outstanding under the Facility to a U.S. Designated Subsidiary, plus (ii) the aggregate principal amount of all LIBOR Advances outstanding under the Facility to a U.S. Designated Subsidiary would exceed the aggregate of all Commitments of the U.S. Lenders at such time (or such lesser amount as may be available following a cancellation in part of the Facility pursuant to Section 2.7). A Consent Designated Subsidiary may not make a Drawdown under the Facility if, as a result of such Drawdown, the sum of the aggregate principal amount of all LIBOR Advances outstanding under the Facility to a Consent Designated Subsidiary by the Relevant Lenders would exceed the aggregate of all Commitments of such Relevant Lenders at such time (or such lesser amount as may be available following a cancellation in part of the Facility pursuant to Section 2.7).
(d) If a Borrower wishes to make a Drawdown under the Facility for the purpose of financing a Take-over Bid, such Borrower shall deliver to the Administrative Agent a written notice (a “Take-over Bid Notice”) thereof at least ten (10) Banking Days prior to the day on which it gives to the Administrative Agent a Drawdown Notice requesting such Drawdown. Such Take-over Bid Notice shall include the details of such Take-over Bid. As soon as possible, but in any event within five (5) Banking Days of the giving of the Take-over Bid Notice, each Relevant Lender shall, acting reasonably and in good faith, determine whether or not it wishes to fund its Main Facility Rateable Portion of such Drawdown. Notwithstanding any other provisions hereof, if any Relevant Lender determines that it does not wish to fund its Main Facility Rateable Portion of such Drawdown, such Relevant Lender shall not be required to fund its Main Facility Rateable Portion of such Drawdown and the Drawdown shall be reduced accordingly, and such Relevant Lender shall be considered to be acting reasonably and in good faith if it determines that it does not wish to fund such Drawdown based on any of its internal regulatory, take-over bid and credit policies and procedures.
(e) This Section 2.3 shall not apply to Swing Line Advances.
(f) An Other Jurisdiction Lender may only make Advances to Consent Designated Subsidiaries domiciled in one Additional Jurisdiction.
(g) Celestica may increase or decrease:
(i) the Commitments of the U.S. Lenders, in the aggregate, the Canadian Lenders, in the aggregate, and/or the Other Jurisdiction Lenders in respect of an Additional Jurisdiction, in the aggregate, by written notice set out in the Officer’s Certificate of Celestica to be delivered by it quarterly pursuant to Section 9.1(a)(iii);
(ii) the Commitments of the U.S. Lenders, in the aggregate, and the Canadian Lenders, in the aggregate, upon three (3) 3 Banking Days’ prior written notice, not more than two times per year, by delivery to the Administrative Agent of a notice in the form of Schedule V; and
(iii) the Commitments of the Other Jurisdiction Lenders in respect of an Additional Jurisdiction and their Related Lenders, in the aggregate, upon five (5) 5 Banking Days’ prior written notice, not more than two times per year, by delivery to the Administrative Agent of a notice in the form of Schedule V; provided that following any such increases or decreases: (A) there shall be no change in the aggregate Commitments of all Lenders; (B) the aggregate Commitments of the Lenders in respect of Canada, the U.S. and each Additional Jurisdiction shall not be less than the aggregate Advances of the Lenders that are outstanding to Borrowers in such jurisdictions immediately prior to such changes being made; and (C) the aggregate Other Jurisdiction Lenders’ Commitments in respect of an Additional Jurisdiction shall not be greater than the aggregate maximum Commitments of such Other Jurisdiction Lenders set out in Schedule B. Following receipt of such written notice, the Administrative Agent shall determine the revised Commitment of each Lender based on the revised aggregate Commitments of the U.S. Lenders, the Canadian Lenders and the Other Jurisdiction Lenders in respect of each Additional Jurisdiction, as applicable, and shall amend Schedule B to reflect such revised Commitments. For greater certainty, in any year, Celestica shall be entitled to effect increases or decreases in Commitments pursuant to all of Section 2.3(g)(iparagraphs (i), (ii) and (iii) above cumulatively.
(h) In determining the revised Commitment of each Lender as a result of an increase or decrease in Commitments under Section 2.3(g), the Administrative Agent shall ensure that following the changes to the Commitments of each Lender: (A) the aggregate Commitments of a Lender and all of its Related Lenders shall be the same after giving effect to such changes in the Commitments; (B) a Lender’s Commitment shall not be less than the aggregate Advances of such Lender that are outstanding immediately prior to such changes being made; and (C) an Other Jurisdiction Lender’s Commitment shall not be greater than the maximum Commitment of such Other Jurisdiction Lender set out in Schedule B.
Appears in 1 contract
Availability of Advances. (a) The Facility shall be available for Drawdowns by the Borrowers, at the option of the Borrowers, as follows:
(i) to Celestica or any Canadian Designated Subsidiary, Drawdowns from Canadian Lenders, each in a minimum amount of Cdn.$5,000,000 and integral multiples of Cdn.$100,000 in excess thereof, in Canadian Dollars by way of Prime Rate Advances;
(ii) to Celestica or any Canadian Designated Subsidiary, Drawdowns from Canadian Lenders, each in a minimum amount of Cdn.$5,000,000 and integral multiples of Cdn.$100,000 in excess thereof, in Canadian Dollars by way of Bankers’ ' Acceptance Advances;
(iii) to Celestica or any Canadian Designated Subsidiary, Drawdowns from Canadian Lenders, each in a minimum amount of U.S.$5,000,000 and integral multiples of U.S.$100,000 in excess thereof, in United States Dollars by way of Base Rate Canada Advances;
(iv) to Celestica or any Canadian Designated Subsidiary, Drawdowns from Canadian Lenders, each in a minimum amount of U.S.$5,000,000 and integral multiples of U.S.$100,000 in excess thereof, in United States Dollars by way of LIBOR Advances;
(v) to any U.S. Designated Subsidiary, Drawdowns from U.S. Lenders each in a minimum amount of U.S.$5,000,000 and integral multiples of U.S.$100,000 in excess thereof, in United States Dollars by way of Base Rate Advances;
(vi) to any U.S. Designated Subsidiary, Drawdowns from U.S. Lenders, each in a minimum amount of U.S.$5,000,000 and integral multiples of U.S.$100,000 in excess thereof, in United States Dollars by way of LIBOR Advances;
(vii) to any Consent Designated Subsidiary, Drawdowns from the Relevant Lenders, each in a minimum amount of U.S.$5,000,000 and integral multiples of U.S. $100,000 in excess thereof, in United Stated Dollars by way of LIBOR Advances; and
(viiiv) to Celestica, Letters of Credit from the Issuing Bank on behalf of the Canadian Lenders in, at the option of Celestica, Canadian Dollars, United States Dollars, Euros or Pounds Sterling or such other currency as Celestica may requestSterling, in accordance with Article 3.
(b) Each Drawdown of an Advance pursuant to Section 2.3(a)(i) to (viiiv) shall be made by irrevocable Drawdown Notice, which Drawdown Notice shall be given by the applicable Borrower to the Administrative Agent, not later than (x) 10:00 a.m. Toronto, Canada time on the Banking Day prior to the relevant Drawdown Date in the case of Prime Rate Advances, Bankers’ ' Acceptance Advances, and Base Rate Canada Advances and Base Rate Advances, and (y) 10:00 a.m. London, England time and 10:00 a.m. New York, New York time on the third Banking Day prior to the relevant Drawdown Date in the case of a LIBOR Advance in United States Dollars requested by Celestica, a Canadian Designated Subsidiary or a U.S. Designated Subsidiary, and (z) 10:00 a.m. London, England time on the third Banking Day prior to the relevant Drawdown Date in the case of a LIBOR Advance in United States Dollars requested by a Consent Designated SubsidiaryDollars.
(c) The Borrowers shall have the right to convert one currency into another as they see fit, but subject to the terms of this Agreement, including, without limitation, those provisions set out in Sections 2.3(a)(iitems (i) to (viiiv) of subsection (a) above if the Conversion relates to an Advance other than a Swing Line Advance, providing for the manner in which the Facility is available to each Borrower. Celestica or a Canadian Designated Subsidiary A Borrower may not make a Drawdown under the Facility if, as a result of such Drawdown, the sum of (i) the Equivalent Amount, expressed in United States Dollars, of the aggregate principal amount of all Prime Rate Advances and Acceptance Notes outstanding under the Facility, plus (ii) the Equivalent Amount, expressed in United States Dollars, of the aggregate Face Amount of all Bankers’ ' Acceptances outstanding under the Facility, plus (iii) the Equivalent Amount, expressed in United States Dollars, of the maximum amount which may be drawn under all Letters of Credit outstanding under the Facility, plus (iv) the aggregate principal amount of all Base Rate Canada Advances outstanding under the Facility, plus (viv) the aggregate principal amount of all LIBOR Advances outstanding under the Facility to Celestica or a Canadian Designated Subsidiary (collectively, the “Canadian "Outstanding Amount”") would exceed the aggregate of all Commitments of the Canadian Lenders at such time (or such lesser amount as may be available following a cancellation in part of the Facility pursuant to Section 2.7). A U.S. Designated Subsidiary may not make a Drawdown under the Facility if, as a result of such Drawdown, the sum of (i) the aggregate principal amount of all Base Rate Advances outstanding under the Facility to a U.S. Designated Subsidiary, plus (ii) the aggregate principal amount of all LIBOR Advances outstanding under the Facility to a U.S. Designated Subsidiary would exceed the aggregate of all Commitments of the U.S. Lenders at such time (or such lesser amount as may be available following a cancellation in part of the Facility pursuant to Section 2.7). A Consent Designated Subsidiary may not make a Drawdown under the Facility if, as a result of such Drawdown, the sum of the aggregate principal amount of all LIBOR Advances outstanding under the Facility to a Consent Designated Subsidiary by the Relevant Lenders would exceed the aggregate of all Commitments of such Relevant Lenders at such time (or such lesser amount as may be available following a cancellation in part of the Facility pursuant to Section 2.7).
(d) If a Borrower wishes to make a Drawdown under the Facility for the purpose of financing a Take-over Bid, such Borrower shall deliver to the Administrative Agent a written notice (a “"Take-over Bid Notice”") thereof at least ten (10) Banking Days prior to the day on which it gives to the Administrative Agent a Drawdown Notice requesting such Drawdown. Such Take-over Bid Notice shall include the details of such Take-over Bid. As soon as possible, but in any event within five (5) Banking Days of the giving of the Take-over Bid Notice, each Relevant Lender shall, acting reasonably and in good faith, determine whether or not it wishes to fund its Main Facility Rateable Portion of such Drawdown. Notwithstanding any other provisions hereof, if any Relevant Lender determines that it does not wish to fund its Main Facility Rateable Portion of such Drawdown, such Relevant Lender shall not be required to fund its Main Facility Rateable Portion of such Drawdown and the Drawdown shall be reduced accordingly, and such Relevant Lender shall be considered to be acting reasonably and in good faith if it determines that it does not wish to fund such Drawdown based on any of its internal regulatory, take-over bid and credit policies and procedures.
(e) This Section 2.3 shall not apply to Swing Line Advances.
(f) An Other Jurisdiction Lender may only make Advances to Consent Designated Subsidiaries domiciled in one Additional Jurisdiction.
(g) Celestica may increase or decrease:
(i) the Commitments of the U.S. Lenders, in the aggregate, the Canadian Lenders, in the aggregate, and/or the Other Jurisdiction Lenders in respect of an Additional Jurisdiction, in the aggregate, by written notice set out in the Officer’s Certificate of Celestica to be delivered by it quarterly pursuant to Section 9.1(a)(iii);
(ii) the Commitments of the U.S. Lenders, in the aggregate, and the Canadian Lenders, in the aggregate, upon three (3) Banking Days’ prior written notice, not more than two times per year, by delivery to the Administrative Agent of a notice in the form of Schedule V; and
(iii) the Commitments of the Other Jurisdiction Lenders in respect of an Additional Jurisdiction and their Related Lenders, in the aggregate, upon five (5) Banking Days’ prior written notice, not more than two times per year, by delivery to the Administrative Agent of a notice in the form of Schedule V; provided that following any such increases or decreases: (A) there shall be no change in the aggregate Commitments of all Lenders; (B) the aggregate Commitments of the Lenders in respect of Canada, the U.S. and each Additional Jurisdiction shall not be less than the aggregate Advances of the Lenders that are outstanding to Borrowers in such jurisdictions immediately prior to such changes being made; and (C) the aggregate Other Jurisdiction Lenders’ Commitments in respect of an Additional Jurisdiction shall not be greater than the aggregate maximum Commitments of such Other Jurisdiction Lenders set out in Schedule B. Following receipt of such written notice, the Administrative Agent shall determine the revised Commitment of each Lender based on the revised aggregate Commitments of the U.S. Lenders, the Canadian Lenders and the Other Jurisdiction Lenders in respect of each Additional Jurisdiction, as applicable, and shall amend Schedule B to reflect such revised Commitments. For greater certainty, in any year, Celestica shall be entitled to effect increases or decreases in Commitments pursuant to all of Section 2.3(g)(i), (ii) and (iii) cumulatively.
(h) In determining the revised Commitment of each Lender as a result of an increase or decrease in Commitments under Section 2.3(g), the Administrative Agent shall ensure that following the changes to the Commitments of each Lender: (A) the aggregate Commitments of a Lender and all of its Related Lenders shall be the same after giving effect to such changes in the Commitments; (B) a Lender’s Commitment shall not be less than the aggregate Advances of such Lender that are outstanding immediately prior to such changes being made; and (C) an Other Jurisdiction Lender’s Commitment shall not be greater than the maximum Commitment of such Other Jurisdiction Lender set out in Schedule B.
Appears in 1 contract
Availability of Advances. (a) The Facility shall be available for Drawdowns by the Borrowers, at the option of the Borrowers, as follows:
(i) to Celestica or any Canadian Designated Subsidiary, Drawdowns from Canadian Lenders, each in a minimum amount of Cdn.$5,000,000 Cdn.$ 5,000,000 and integral multiples of Cdn.$100,000 Cdn.$ 100,000 in excess thereof, in Canadian Dollars by way of Prime Rate Advances;
(ii) to Celestica or any Canadian Designated Subsidiary, Drawdowns from Canadian Lenders, each in a minimum amount of Cdn.$5,000,000 Cdn.$ 5,000,000 and integral multiples of Cdn.$100,000 Cdn.$ 100,000 in excess thereof, in Canadian Dollars by way of Bankers’ Acceptance Advances;
(iii) to Celestica or any Canadian Designated Subsidiary, Drawdowns from Canadian Lenders, each in a minimum amount of U.S.$5,000,000 U.S.$ 5,000,000 and integral multiples of U.S.$100,000 U.S.$ 100,000 in excess thereof, in United States Dollars by way of Base Rate Canada Advances;
(iv) to Celestica or any Canadian Designated Subsidiary, Drawdowns from Canadian Lenders, each in a minimum amount of U.S.$5,000,000 U.S.$ 5,000,000 and integral multiples of U.S.$100,000 U.S.$ 100,000 in excess thereof, in United States Dollars by way of LIBOR Advances;
(v) to any U.S. Designated Subsidiary, Drawdowns from U.S. Lenders each in a minimum amount of U.S.$5,000,000 and integral multiples of U.S.$100,000 in excess thereof, in United States Dollars by way of Base Rate Advances;
(vi) to any U.S. Designated Subsidiary, Drawdowns from U.S. Lenders, each in a minimum amount of U.S.$5,000,000 and integral multiples of U.S.$100,000 in excess thereof, in United States Dollars by way of LIBOR Advances;
(vii) to any Consent Designated Subsidiary, Drawdowns from the Relevant Lenders, each in a minimum amount of U.S.$5,000,000 and integral multiples of U.S. $100,000 in excess thereof, in United Stated Dollars by way of LIBOR Advances; and
(viiiv) to Celestica, Letters of Credit from the Issuing Bank on behalf of the Canadian Lenders in, at the option of Celestica, Canadian Dollars, United States Dollars, Euros or Pounds Sterling or such other currency as Celestica may request, in accordance with Article 3.
(b) Each Drawdown of an Advance pursuant to Section 2.3(a)(i) to (viiiv) shall be made by irrevocable Drawdown Notice, which Drawdown Notice shall be given by the applicable Borrower to the Administrative Agent, not later than (x) 10:00 a.m. Toronto, Canada time on the Banking Day prior to the relevant Drawdown Date in the case of Prime Rate Advances, Bankers’ Acceptance Advances, and Base Rate Canada Advances and Base Rate Advances, and (y) y)10:00 a.m. London, England time and 10:00 a.m. New York, New York time on the third Banking Day prior to the relevant Drawdown Date in the case of a LIBOR Advance in United States Dollars requested by Celestica, a Canadian Designated Subsidiary or a U.S. Designated Subsidiary, and (z) 10:00 a.m. London, England time on the third Banking Day prior to the relevant Drawdown Date in the case of a LIBOR Advance in United States Dollars requested by a Consent Designated SubsidiaryDollars.
(c) The Borrowers shall have the right to convert one currency into another as they see fit, but subject to the terms of this Agreement, including, without limitation, those provisions set out in Sections 2.3(a)(iitems (i) to (viiiv) of subsection (a) above if the Conversion relates to an Advance other than a Swing Line Advance, providing for the manner in which the Facility is available to each Borrower. Celestica or a Canadian Designated Subsidiary A Borrower may not make a Drawdown under the Facility if, as a result of such Drawdown, the sum of (i) the Equivalent Amount, expressed in United States Dollars, of the aggregate principal amount of all Prime Rate Advances and Acceptance Notes outstanding under the Facility, plus (ii) the Equivalent Amount, expressed in United States Dollars, of the aggregate Face Amount of all Bankers’ Acceptances outstanding under the Facility, plus (iii) the Equivalent Amount, expressed in United States Dollars, of the maximum amount which may be drawn under all Letters of Credit outstanding under the Facility, plus (iv) the aggregate principal amount of all Base Rate Canada Advances outstanding under the Facility, plus (viv) the aggregate principal amount of all LIBOR Advances outstanding under the Facility to Celestica or a Canadian Designated Subsidiary (collectively, the “Canadian Outstanding Amount”) would exceed the aggregate of all Commitments of the Canadian Lenders at such time (or such lesser amount as may be available following a cancellation in part of the Facility pursuant to Section 2.7). A U.S. Designated Subsidiary may not make a Drawdown under the Facility if, as a result of such Drawdown, the sum of (i) the aggregate principal amount of all Base Rate Advances outstanding under the Facility to a U.S. Designated Subsidiary, plus (ii) the aggregate principal amount of all LIBOR Advances outstanding under the Facility to a U.S. Designated Subsidiary would exceed the aggregate of all Commitments of the U.S. Lenders at such time (or such lesser amount as may be available following a cancellation in part of the Facility pursuant to Section 2.7). A Consent Designated Subsidiary may not make a Drawdown under the Facility if, as a result of such Drawdown, the sum of the aggregate principal amount of all LIBOR Advances outstanding under the Facility to a Consent Designated Subsidiary by the Relevant Lenders would exceed the aggregate of all Commitments of such Relevant Lenders at such time (or such lesser amount as may be available following a cancellation in part of the Facility pursuant to Section 2.7).
(d) If a Borrower wishes to make a Drawdown under the Facility for the purpose of financing a Take-over Bid, such Borrower shall deliver to the Administrative Agent a written notice (a “Take-over Bid Notice”) thereof at least ten (10) Banking Days prior to the day on which it gives to the Administrative Agent a Drawdown Notice requesting such Drawdown. Such Take-over Bid Notice shall include the details of such Take-over Bid. As soon as possible, but in any event within five (5) Banking Days of the giving of the Take-over Bid Notice, each Relevant Lender shall, acting reasonably and in good faith, determine whether or not it wishes to fund its Main Facility Rateable Portion of such Drawdown. Notwithstanding any other provisions hereof, if any Relevant Lender determines that it does not wish to fund its Main Facility Rateable Portion of such Drawdown, such Relevant Lender shall not be required to fund its Main Facility Rateable Portion of such Drawdown and the Drawdown shall be reduced accordingly, and such Relevant Lender shall be considered to be acting reasonably and in good faith if it determines that it does not wish to fund such Drawdown based on any of its internal regulatory, take-over bid and credit policies and procedures.
(e) This Section 2.3 shall not apply to Swing Line Advances.
(f) An Other Jurisdiction Lender may only make Advances to Consent Designated Subsidiaries domiciled in one Additional Jurisdiction.
(g) Celestica may increase or decrease:
(i) the Commitments of the U.S. Lenders, in the aggregate, the Canadian Lenders, in the aggregate, and/or the Other Jurisdiction Lenders in respect of an Additional Jurisdiction, in the aggregate, by written notice set out in the Officer’s Certificate of Celestica to be delivered by it quarterly pursuant to Section 9.1(a)(iii);
(ii) the Commitments of the U.S. Lenders, in the aggregate, and the Canadian Lenders, in the aggregate, upon three (3) Banking Days’ prior written notice, not more than two times per year, by delivery to the Administrative Agent of a notice in the form of Schedule V; and
(iii) the Commitments of the Other Jurisdiction Lenders in respect of an Additional Jurisdiction and their Related Lenders, in the aggregate, upon five (5) Banking Days’ prior written notice, not more than two times per year, by delivery to the Administrative Agent of a notice in the form of Schedule V; provided that following any such increases or decreases: (A) there shall be no change in the aggregate Commitments of all Lenders; (B) the aggregate Commitments of the Lenders in respect of Canada, the U.S. and each Additional Jurisdiction shall not be less than the aggregate Advances of the Lenders that are outstanding to Borrowers in such jurisdictions immediately prior to such changes being made; and (C) the aggregate Other Jurisdiction Lenders’ Commitments in respect of an Additional Jurisdiction shall not be greater than the aggregate maximum Commitments of such Other Jurisdiction Lenders set out in Schedule B. Following receipt of such written notice, the Administrative Agent shall determine the revised Commitment of each Lender based on the revised aggregate Commitments of the U.S. Lenders, the Canadian Lenders and the Other Jurisdiction Lenders in respect of each Additional Jurisdiction, as applicable, and shall amend Schedule B to reflect such revised Commitments. For greater certainty, in any year, Celestica shall be entitled to effect increases or decreases in Commitments pursuant to all of Section 2.3(g)(i), (ii) and (iii) cumulatively.
(h) In determining the revised Commitment of each Lender as a result of an increase or decrease in Commitments under Section 2.3(g), the Administrative Agent shall ensure that following the changes to the Commitments of each Lender: (A) the aggregate Commitments of a Lender and all of its Related Lenders shall be the same after giving effect to such changes in the Commitments; (B) a Lender’s Commitment shall not be less than the aggregate Advances of such Lender that are outstanding immediately prior to such changes being made; and (C) an Other Jurisdiction Lender’s Commitment shall not be greater than the maximum Commitment of such Other Jurisdiction Lender set out in Schedule B.
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Availability of Advances. (a) The Facility shall be available for Drawdowns by the Borrowers, at the option of the Borrowers, as follows:
(i) to Celestica or any Canadian Designated Subsidiary, Drawdowns from Canadian Lenders, each in a minimum amount of Cdn.$5,000,000 and integral multiples of Cdn.$100,000 in excess thereof, in Canadian Dollars by way of Prime Rate Advances;
(ii) to Celestica or any Canadian Designated Subsidiary, Drawdowns from Canadian Lenders, each in a minimum amount of Cdn.$5,000,000 and integral multiples of Cdn.$100,000 in excess thereof, in Canadian Dollars by way of Bankers’ Acceptance Advances;
(iii) to Celestica or any Canadian Designated Subsidiary, Drawdowns from Canadian Lenders, each in a minimum amount of U.S.$5,000,000 and integral multiples of U.S.$100,000 in excess thereof, in United States Dollars by way of Base Rate Canada Advances;
(iv) to Celestica or any Canadian Designated Subsidiary, Drawdowns from Canadian Lenders, each in a minimum amount of U.S.$5,000,000 and integral multiples of U.S.$100,000 in excess thereof, in United States Dollars by way of LIBOR Advances;
(v) to any U.S. Designated Subsidiary, Drawdowns from U.S. Lenders each in a minimum amount of U.S.$5,000,000 and integral multiples of U.S.$100,000 in excess thereof, in United States Dollars by way of Base Rate Advances;
(vi) to any U.S. Designated Subsidiary, Drawdowns from U.S. Lenders, each in a minimum amount of U.S.$5,000,000 and integral multiples of U.S.$100,000 in excess thereof, in United States Dollars by way of LIBOR Advances;
(vii) to any Consent Designated Subsidiary, Drawdowns from the Relevant Lenders, each in a minimum amount of U.S.$5,000,000 and integral multiples of U.S. $100,000 in excess thereof, in United Stated Dollars by way of LIBOR Advances; and
(viiiv) to Celestica, Letters of Credit from the Issuing Bank on behalf of the Canadian Lenders in, at the option of Celestica, Canadian Dollars, United States Dollars, Euros or Pounds Sterling or such other currency as Celestica may request, in accordance with Article 3.
(b) Each Drawdown of an Advance pursuant to Section 2.3(a)(i) to (viiiv) shall be made by irrevocable Drawdown Notice, which Drawdown Notice shall be given by the applicable Borrower to the Administrative Agent, not later than (x) 10:00 a.m. Toronto, Canada time on the Banking Day prior to the relevant Drawdown Date in the case of Prime Rate Advances, Bankers’ Acceptance Advances, and Base Rate Canada Advances and Base Rate Advances, and (y) y)10:00 a.m. London, England time and 10:00 a.m. New YorkXxx Xxxx, New York Xxx Xxxx time on the third Banking Day prior to the relevant Drawdown Date in the case of a LIBOR Advance in United States Dollars requested by Celestica, a Canadian Designated Subsidiary or a U.S. Designated Subsidiary, and (z) 10:00 a.m. London, England time on the third Banking Day prior to the relevant Drawdown Date in the case of a LIBOR Advance in United States Dollars requested by a Consent Designated SubsidiaryDollars.
(c) The Borrowers shall have the right to convert one currency into another as they see fit, but subject to the terms of this Agreement, including, without limitation, those provisions set out in Sections 2.3(a)(iitems (i) to (viiiv) of subsection (a) above if the Conversion relates to an Advance other than a Swing Line Advance, providing for the manner in which the Facility is available to each Borrower. Celestica or a Canadian Designated Subsidiary A Borrower may not make a Drawdown under the Facility if, as a result of such Drawdown, the sum of (i) the Equivalent Amount, expressed in United States Dollars, of the aggregate principal amount of all Prime Rate Advances and Acceptance Notes outstanding under the Facility, plus (ii) the Equivalent Amount, expressed in United States Dollars, of the aggregate Face Amount of all Bankers’ Acceptances outstanding under the Facility, plus (iii) the Equivalent Amount, expressed in United States Dollars, of the maximum amount which may be drawn under all Letters of Credit outstanding under the Facility, plus (iv) the aggregate principal amount of all Base Rate Canada Advances outstanding under the Facility, plus (viv) the aggregate principal amount of all LIBOR Advances outstanding under the Facility to Celestica or a Canadian Designated Subsidiary (collectively, the “Canadian Outstanding Amount”) would exceed the aggregate of all Commitments of the Canadian Lenders at such time (or such lesser amount as may be available following a cancellation in part of the Facility pursuant to Section 2.7). A U.S. Designated Subsidiary may not make a Drawdown under the Facility if, as a result of such Drawdown, the sum of (i) the aggregate principal amount of all Base Rate Advances outstanding under the Facility to a U.S. Designated Subsidiary, plus (ii) the aggregate principal amount of all LIBOR Advances outstanding under the Facility to a U.S. Designated Subsidiary would exceed the aggregate of all Commitments of the U.S. Lenders at such time (or such lesser amount as may be available following a cancellation in part of the Facility pursuant to Section 2.7). A Consent Designated Subsidiary may not make a Drawdown under the Facility if, as a result of such Drawdown, the sum of the aggregate principal amount of all LIBOR Advances outstanding under the Facility to a Consent Designated Subsidiary by the Relevant Lenders would exceed the aggregate of all Commitments of such Relevant Lenders at such time (or such lesser amount as may be available following a cancellation in part of the Facility pursuant to Section 2.7).
(d) If a Borrower wishes to make a Drawdown under the Facility for the purpose of financing a Take-over Bid, such Borrower shall deliver to the Administrative Agent a written notice (a “Take-over Bid Notice”) thereof at least ten (10) Banking Days prior to the day on which it gives to the Administrative Agent a Drawdown Notice requesting such Drawdown. Such Take-over Bid Notice shall include the details of such Take-over Bid. As soon as possible, but in any event within five (5) Banking Days of the giving of the Take-over Bid Notice, each Relevant Lender shall, acting reasonably and in good faith, determine whether or not it wishes to fund its Main Facility Rateable Portion of such Drawdown. Notwithstanding any other provisions hereof, if any Relevant Lender determines that it does not wish to fund its Main Facility Rateable Portion of such Drawdown, such Relevant Lender shall not be required to fund its Main Facility Rateable Portion of such Drawdown and the Drawdown shall be reduced accordingly, and such Relevant Lender shall be considered to be acting reasonably and in good faith if it determines that it does not wish to fund such Drawdown based on any of its internal regulatory, take-over bid and credit policies and procedures.
(e) This Section 2.3 shall not apply to Swing Line Advances.
(f) An Other Jurisdiction Lender may only make Advances to Consent Designated Subsidiaries domiciled in one Additional Jurisdiction.
(g) Celestica may increase or decrease:
(i) the Commitments of the U.S. Lenders, in the aggregate, the Canadian Lenders, in the aggregate, and/or the Other Jurisdiction Lenders in respect of an Additional Jurisdiction, in the aggregate, by written notice set out in the Officer’s Certificate of Celestica to be delivered by it quarterly pursuant to Section 9.1(a)(iii);
(ii) the Commitments of the U.S. Lenders, in the aggregate, and the Canadian Lenders, in the aggregate, upon three (3) Banking Days’ prior written notice, not more than two times per year, by delivery to the Administrative Agent of a notice in the form of Schedule V; and
(iii) the Commitments of the Other Jurisdiction Lenders in respect of an Additional Jurisdiction and their Related Lenders, in the aggregate, upon five (5) Banking Days’ prior written notice, not more than two times per year, by delivery to the Administrative Agent of a notice in the form of Schedule V; provided that following any such increases or decreases: (A) there shall be no change in the aggregate Commitments of all Lenders; (B) the aggregate Commitments of the Lenders in respect of Canada, the U.S. and each Additional Jurisdiction shall not be less than the aggregate Advances of the Lenders that are outstanding to Borrowers in such jurisdictions immediately prior to such changes being made; and (C) the aggregate Other Jurisdiction Lenders’ Commitments in respect of an Additional Jurisdiction shall not be greater than the aggregate maximum Commitments of such Other Jurisdiction Lenders set out in Schedule B. Following receipt of such written notice, the Administrative Agent shall determine the revised Commitment of each Lender based on the revised aggregate Commitments of the U.S. Lenders, the Canadian Lenders and the Other Jurisdiction Lenders in respect of each Additional Jurisdiction, as applicable, and shall amend Schedule B to reflect such revised Commitments. For greater certainty, in any year, Celestica shall be entitled to effect increases or decreases in Commitments pursuant to all of Section 2.3(g)(i), (ii) and (iii) cumulatively.
(h) In determining the revised Commitment of each Lender as a result of an increase or decrease in Commitments under Section 2.3(g), the Administrative Agent shall ensure that following the changes to the Commitments of each Lender: (A) the aggregate Commitments of a Lender and all of its Related Lenders shall be the same after giving effect to such changes in the Commitments; (B) a Lender’s Commitment shall not be less than the aggregate Advances of such Lender that are outstanding immediately prior to such changes being made; and (C) an Other Jurisdiction Lender’s Commitment shall not be greater than the maximum Commitment of such Other Jurisdiction Lender set out in Schedule B.
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Availability of Advances. (a) The Facility shall be available for Drawdowns by the Borrowers, at the option of the Borrowers, as follows:
(i) to Celestica or any Canadian Designated Subsidiary, Drawdowns from Canadian Lenders, each in a minimum amount of Cdn.$5,000,000 Cdn.$ 5,000,000 and integral multiples of Cdn.$100,000 Cdn.$ 100,000 in excess thereof, in Canadian Dollars by way of Prime Rate Advances;
(ii) to Celestica or any Canadian Designated Subsidiary, Drawdowns from Canadian Lenders, each in a minimum amount of Cdn.$5,000,000 Cdn.$ 5,000,000 and integral multiples of Cdn.$100,000 Cdn.$ 100,000 in excess thereof, in Canadian Dollars by way of Bankers’ ' Acceptance Advances;
(iii) to Celestica or any Canadian Designated Subsidiary, Drawdowns from Canadian Lenders, each in a minimum amount of U.S.$5,000,000 U.S.$ 5,000,000 and integral multiples of U.S.$100,000 U.S.$ 100,000 in excess thereof, in United States Dollars by way of Base Rate Canada Advances;
(iv) to Celestica or any Canadian Designated Subsidiary, Drawdowns from Canadian Lenders, each in a minimum amount of U.S.$5,000,000 U.S.$ 5,000,000 and integral multiples of U.S.$100,000 U.S.$ 100,000 in excess thereof, in United States Dollars by way of LIBOR Advances;
(v) to any U.S. Designated Subsidiary, Drawdowns from U.S. Lenders each in a minimum amount of U.S.$5,000,000 and integral multiples of U.S.$100,000 in excess thereof, in United States Dollars by way of Base Rate Advances;
(vi) to any U.S. Designated Subsidiary, Drawdowns from U.S. Lenders, each in a minimum amount of U.S.$5,000,000 and integral multiples of U.S.$100,000 in excess thereof, in United States Dollars by way of LIBOR Advances;
(vii) to any Consent Designated Subsidiary, Drawdowns from the Relevant Lenders, each in a minimum amount of U.S.$5,000,000 and integral multiples of U.S. $100,000 in excess thereof, in United Stated Dollars by way of LIBOR Advances; and
(viiiv) to Celestica, Letters of Credit from the Issuing Bank on behalf of the Canadian Lenders in, at the option of Celestica, Canadian Dollars, United States Dollars, Euros Dollars or Pounds Sterling or such other currency as Celestica may requestany Freely Tradeable European Currency, in accordance with Article 3.
(b) Each Drawdown of an Advance pursuant to Section 2.3(a)(i) to (viiiv) shall be made by irrevocable Drawdown Notice, which Drawdown Notice shall be given by the applicable each Borrower to the Administrative Agent, not later than (x) 10:00 a.m. Toronto, Canada time on the Banking Day prior to the relevant Drawdown Date in the case of Prime Rate Advances, Bankers’ ' Acceptance Advances, and Base Rate Canada Advances and Base Rate Advances, and (y) 10:00 a.m. London, England time and 10:00 a.m. New York, New York time on the third Banking Day prior to the relevant Drawdown Date in the case of a LIBOR Advance in United States Dollars requested by Celestica, a Canadian Designated Subsidiary or a U.S. Designated Subsidiary, and (z) 10:00 a.m. London, England time on the third Banking Day prior to the relevant Drawdown Date in the case of a LIBOR Advance in United States Dollars requested by a Consent Designated SubsidiaryDollars.
(c) The Borrowers shall have the right to convert one currency into another as they see fit, but subject to the terms of this Agreement, including, without limitation, those provisions set out in Sections 2.3(a)(iitems (i) to (viiiv) of subsection (a) above if the Conversion relates to an Advance other than a Swing Line Advance, providing for the manner in which the Facility is available to each Borrower. Celestica or a Canadian Designated Subsidiary A Borrower may not make a Drawdown under the Facility if, as a result of such Drawdown, the sum of (i) the Equivalent Amount, expressed in United States Dollars, of the aggregate principal amount of all Prime Rate Advances and Acceptance Notes outstanding under the Facility, plus (ii) the Equivalent Amount, expressed in United States Dollars, of the aggregate Face Amount of all Bankers’ ' Acceptances outstanding under the Facility, plus (iii) the Equivalent Amount, expressed in United States Dollars, of the maximum amount which may be drawn under all Letters of Credit outstanding under the Facility, plus (iv) the aggregate principal amount of all Base Rate Canada Advances outstanding under the Facility, plus (viv) the aggregate principal amount of all LIBOR Advances outstanding under the Facility to Celestica or a Canadian Designated Subsidiary (collectively, the “Canadian Outstanding Amount”"OUTSTANDING AMOUNT") would exceed the aggregate of all Commitments of the Canadian Lenders at such time (or such lesser amount as may be available following a cancellation in part of the Facility pursuant to Section 2.7). A U.S. Designated Subsidiary may not make a Drawdown under the Facility if, as a result of such Drawdown, the sum of (i) the aggregate principal amount of all Base Rate Advances outstanding under the Facility to a U.S. Designated Subsidiary, plus (ii) the aggregate principal amount of all LIBOR Advances outstanding under the Facility to a U.S. Designated Subsidiary would exceed the aggregate of all Commitments of the U.S. Lenders at such time (or such lesser amount as may be available following a cancellation in part of the Facility pursuant to Section 2.7). A Consent Designated Subsidiary may not make a Drawdown under the Facility if, as a result of such Drawdown, the sum of the aggregate principal amount of all LIBOR Advances outstanding under the Facility to a Consent Designated Subsidiary by the Relevant Lenders would exceed the aggregate of all Commitments of such Relevant Lenders at such time (or such lesser amount as may be available following a cancellation in part of the Facility pursuant to Section 2.7).
(d) If a Borrower wishes to make a Drawdown under the Facility for the purpose of financing a Take-over Bid, such Borrower shall deliver to the Administrative Agent a written notice (a “Take"TAKE-over Bid Notice”OVER BID NOTICE") thereof at least ten (10) Banking Days prior to the day on which it gives to the Administrative Agent a Drawdown Notice requesting such Drawdown. Such Take-over Bid Notice shall include the details of such Take-over Bid. As soon as possible, but in any event within five (5) Banking Days of the giving of the Take-over Bid Notice, each Relevant Lender shall, acting reasonably and in good faith, determine whether or not it wishes to fund its Main Facility Rateable Portion of such Drawdown. Notwithstanding any other provisions hereof, if any Relevant Lender determines that it does not wish to fund its Main Facility Rateable Portion of such Drawdown, such Relevant Lender shall not be required to fund its Main Facility Rateable Portion of such Drawdown and the Drawdown shall be reduced accordingly, and such Relevant Lender shall be considered to be acting reasonably and in good faith if it determines that it does not wish to fund such Drawdown based on any of its internal regulatory, take-over bid and credit policies and procedures.
(e) This Section 2.3 shall not apply to Swing Line Advances.
(f) An Other Jurisdiction Lender may only make Advances to Consent Designated Subsidiaries domiciled in one Additional Jurisdiction.
(g) Celestica may increase or decrease:
(i) the Commitments of the U.S. Lenders, in the aggregate, the Canadian Lenders, in the aggregate, and/or the Other Jurisdiction Lenders in respect of an Additional Jurisdiction, in the aggregate, by written notice set out in the Officer’s Certificate of Celestica to be delivered by it quarterly pursuant to Section 9.1(a)(iii);
(ii) the Commitments of the U.S. Lenders, in the aggregate, and the Canadian Lenders, in the aggregate, upon three (3) Banking Days’ prior written notice, not more than two times per year, by delivery to the Administrative Agent of a notice in the form of Schedule V; and
(iii) the Commitments of the Other Jurisdiction Lenders in respect of an Additional Jurisdiction and their Related Lenders, in the aggregate, upon five (5) Banking Days’ prior written notice, not more than two times per year, by delivery to the Administrative Agent of a notice in the form of Schedule V; provided that following any such increases or decreases: (A) there shall be no change in the aggregate Commitments of all Lenders; (B) the aggregate Commitments of the Lenders in respect of Canada, the U.S. and each Additional Jurisdiction shall not be less than the aggregate Advances of the Lenders that are outstanding to Borrowers in such jurisdictions immediately prior to such changes being made; and (C) the aggregate Other Jurisdiction Lenders’ Commitments in respect of an Additional Jurisdiction shall not be greater than the aggregate maximum Commitments of such Other Jurisdiction Lenders set out in Schedule B. Following receipt of such written notice, the Administrative Agent shall determine the revised Commitment of each Lender based on the revised aggregate Commitments of the U.S. Lenders, the Canadian Lenders and the Other Jurisdiction Lenders in respect of each Additional Jurisdiction, as applicable, and shall amend Schedule B to reflect such revised Commitments. For greater certainty, in any year, Celestica shall be entitled to effect increases or decreases in Commitments pursuant to all of Section 2.3(g)(i), (ii) and (iii) cumulatively.
(h) In determining the revised Commitment of each Lender as a result of an increase or decrease in Commitments under Section 2.3(g), the Administrative Agent shall ensure that following the changes to the Commitments of each Lender: (A) the aggregate Commitments of a Lender and all of its Related Lenders shall be the same after giving effect to such changes in the Commitments; (B) a Lender’s Commitment shall not be less than the aggregate Advances of such Lender that are outstanding immediately prior to such changes being made; and (C) an Other Jurisdiction Lender’s Commitment shall not be greater than the maximum Commitment of such Other Jurisdiction Lender set out in Schedule B.
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