Borrowings, Conversions and Continuations of Committed Loans. (a) With respect to Domestic Loans, each Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the applicable Domestic Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 9:00 a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Committed Loans, and (ii) on the requested date of any Borrowing of Base Rate Committed Loans. With respect to Canadian Loans, each Borrowing, each conversion of Canadian Loans from one Type to the other and each continuation of Eurodollar Rate Loans shall be made upon McKesson Canada’s irrevocable notice to the Canadian Administrative Agent, which may be given by telephone. Each such notice must be received by the Canadian Administrative Agent not later than 11:00 a.m. (Eastern time) (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Canadian Prime Rate Loans, and (ii) one Business Day prior to the requested date of any Borrowing of Canadian Prime Rate Loans. Each telephonic notice by a Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Applicable Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Applicable Borrower. Each Borrowing, conversion or continuation of Domestic Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof and, in the case of Canadian Loans, in an aggregate minimum amount of Cdn.$5,000,000 or any whole multiple of Cdn.$1,000,000 in excess thereof. Except as provided in Section 2.03(c) and 2.04(g), each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Applicable Borrower is requesting a Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the identity of the Borrower and the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the Applicable Currency. If the Applicable Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Applicable Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans or Canadian Prime Rate Loans, as appropriate. Any such automatic conversion to Base Rate Loans or Canadian Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, they will be deemed to have specified an Interest Period of one month. (b) Following receipt of a Committed Loan Notice for Domestic Loans, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of the applicable Domestic Loans, and if no timely notice of a conversion or continuation is provided by the applicable Domestic Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.02(a). Following receipt of a Committed Loan Notice for Canadian Loans, the Canadian Administrative Agent shall promptly notify each Canadian Lender of the amount of its Canadian Pro Rata Share of the applicable Canadian Loans, and if no timely notice of a conversion or continuation is provided by the Borrowers, the Canadian Administrative Agent shall notify each Canadian Lender of the details of any automatic conversion to Canadian Prime Rate Loans described in Section 2.02(a). In the case of a Borrowing, each Lender shall make the amount of its Domestic Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 11:00 a.m., and each Canadian Lender will make the amount of its Canadian Loan available to the Canadian Administrative Agent in Canadian Dollars at the Canadian Administrative Agent’s Office by 11:00 a.m. (Eastern time) on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Applicable Agent shall make all funds so received available to the Applicable Borrower in like funds as received by the Applicable Agent either by (i) crediting the account of the Applicable Borrower on the books of Bank of America or BA Canada with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Applicable Agent by the Applicable Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by a Borrower, there are unpaid amounts due in respect of Bankers’ Acceptances, in the case of McKesson Canada, or L/C Borrowings outstanding, in the case of the Domestic Borrowers, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such unpaid amounts and L/C Borrowings, and second, to the Applicable Borrower as provided above. (c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders. (d) The Administrative Agent shall promptly notify the Applicable Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Domestic Borrowers and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Administrative Agent shall notify McKesson Canada and the Canadian Lenders of any change in BA Canada’s prime lending rate used in determining the Canadian Prime Rate promptly following the public announcement of such change. (e) After giving effect to all Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten Interest Periods in effect at any time with respect to Committed Loans. (f) The Dollar Equivalent amount of any Borrowing in Canadian Dollars will be determined by the Canadian Administrative Agent for such Borrowing on the Computation Date therefor in accordance with Section 2.16(a) and shall be conclusive absent manifest error.
Appears in 3 contracts
Samples: Credit Agreement (McKesson Corp), Credit Agreement (McKesson Corp), Credit Agreement (McKesson Corp)
Borrowings, Conversions and Continuations of Committed Loans. (a) With respect to Domestic Loans, each Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans or continuation of Tranche C Loans shall be made upon the applicable Domestic Borrower’s irrevocable notice to the Administrative Agent (or Canadian Sub-Agent, in the case of Tranche B, or Australian Sub-Agent, in the case of Tranche C), which may be given by telephone. Each such notice must be received by the Administrative Applicable Agent not later than 10:00 a.m. (Pacific time) in the case of Tranche A Loans, 9:00 a.m.
a.m. (Pacific time) in the case of Tranche B Loans, and 9:00 a.m. (Pacific time) in the case of Tranche C Loans, (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans denominated in US Dollars or of any conversion of Eurodollar Base Rate Loans to Base Eurocurrency Rate Committed LoansLoans denominated in US Dollars, and (ii) on four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing of Base Rate Committed Loans. With respect to Canadian Loans, each Borrowing, each conversion of Canadian Loans from one Type to the other and each or continuation of Eurodollar Eurocurrency Rate Loans shall be made upon McKesson Canada’s irrevocable notice to the Canadian Administrative Agentdenominated in Alternative Currencies, which may be given by telephone. Each such notice must be received by the Canadian Administrative Agent not later than 11:00 a.m. (Eastern timeiii) (i) three four Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Tranche C Loans, (iv) on the requested date of any Borrowing of, or conversion of Eurocurrency Rate Loans or of any conversion of Eurodollar to, Base Rate Loans to Canadian Prime Rate Committed Loans, and (iiv) one Business Day prior to on the requested date of any Borrowing of Canadian Prime Rate LoansLoans and (vi) as set forth in Section 2.15(a) for Bankers’ Acceptances, Drafts or BA Equivalent Notes. Each telephonic notice by a Borrower pursuant to this Section 2.02(a2.2(a) must be confirmed promptly by delivery to the Applicable Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable BorrowerAgent. Each BorrowingExcept as otherwise provided in Section 2.15(a), each Borrowing of, conversion to or continuation of Domestic Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans, in a principal amount of $5,000,000 US$50,000,000 or a whole multiple of $US$1,000,000 in excess thereof and(or the Dollar Equivalent thereof); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or any other amount (or meeting any other criterion) as at any time ensures that it does not qualify as attracting funds from the “public” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y) for Tranche B Loans denominated in Canadian Dollars, in a principal amount of CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in an aggregate minimum a principal amount of Cdn.$5,000,000 A$5,000,000 or any whole multiple integral multiples of Cdn.$1,000,000 A$1,000,000 in excess thereof. Except as provided in Section 2.03(c) and 2.04(g), each Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Applicable applicable Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Eurocurrency Rate Loans or Tranche C Loans, (ii) the identity of the Borrower and the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the Applicable Currencycurrency of the Committed Loans to be borrowed. If any Borrower (other than TFA) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Applicable Committed Loans so requested shall be made in US Dollars. If any Borrower (other than TFA) fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Applicable such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, (x) in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Canadian Dollars, Base Rate Loans or in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian Prime Dollars, such Loans shall be continued as Eurocurrency Rate Loans, as appropriateLoans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans or Canadian Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the Applicable applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, they it will be deemed to have specified an Interest Period of one month. If TFA requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.
(b) Following receipt of a Committed Loan Notice for Domestic LoansNotice, the Administrative Agent shall promptly notify each appropriate Lender of the contents thereof and the amount (and currency) of its Pro Rata Share of the applicable Domestic Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Domestic Borrower, the Administrative Agent shall notify each appropriate Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other than US Dollars, in each case as described in Section 2.02(a). Following receipt of a Committed Loan Notice for Canadian Loans, the Canadian Administrative Agent shall promptly notify each Canadian Lender of the amount of its Canadian Pro Rata Share of the applicable Canadian Loans, and if no timely notice of a conversion or continuation is provided by the Borrowers, the Canadian Administrative Agent shall notify each Canadian Lender of the details of any automatic conversion to Canadian Prime Rate Loans described in Section 2.02(a)preceding subsection. In the case of a Committed Borrowing, each Tranche A Lender shall make the amount of its Domestic Committed Loan available to the Administrative Agent, each Tranche B Lender shall make the amount of its Committed Loan available to the Canadian Sub-Agent and each Tranche C Lender shall make the amount of its Committed Loan available to the Australian Sub-Agent, in immediately available funds Same Day Funds at the Administrative Agent’s Office for the applicable currency, the office of the Canadian Sub-Agent located in Montreal, Canada, or the Australian Sub-Agent’s Office, as the case may be, not later than 11:00 a.m., and each Canadian Lender will make the amount of its Canadian Loan available to the Canadian Administrative Agent in Canadian Dollars at the Canadian Administrative Agent’s Office by 11:00 a.m. (Eastern time) 1:00 p.m. on the Business Day specified, in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency or Australian Dollars, in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01)4.2, the Applicable Agent shall make all funds so received available to the Applicable applicable Borrower in like funds as received by the Applicable Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent either by (i) crediting the account of the Applicable such Borrower on the books of Bank of America or BA Canada BNP Paribas with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Applicable Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent by the Applicable such Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by a Borrower, there are unpaid amounts due in respect of Bankers’ Acceptances, in the case of McKesson Canada, or L/C Borrowings outstanding, in the case of the Domestic Borrowers, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such unpaid amounts and L/C Borrowings, and second, to the Applicable Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Eurocurrency Rate Loan. During the existence of a an Event of Default, no Loans may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans (whether in US Dollars or any Alternative Currency) without the consent of the applicable Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. Except as otherwise provided herein, a Tranche C Loan may be continued only on the last day of an Interest Period for such Tranche C Loan.
(d) The Administrative Agent shall promptly notify the Applicable applicable Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurodollar Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. The Australian Sub-Agent shall promptly notify TFA and the appropriate Lenders of the interest rate applicable to any Interest Period for Tranche C Loans upon determination of such interest rate. The determination of the Bank Xxxx Rate by the Australian Sub-Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Domestic Borrowers applicable Borrower and the appropriate Lenders of any change in Bank of AmericaBNP Paribas’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Administrative Sub-Agent shall notify McKesson Canada TCCI and the Canadian Tranche B Lenders of any change in BA Canada’s prime lending rate used in determining the Canadian Prime Rate promptly following the public announcement of such changea change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Bank.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten fifteen (15) Interest Periods in effect at any time with respect to Committed Loans.
(f) The Dollar Equivalent amount Each Lender at its option may make any Loans by causing any domestic or foreign branch or Affiliate of such Lender to make such Loans; provided that any Borrowing in Canadian Dollars will be determined by exercise of such option shall not affect the Canadian Administrative Agent for obligation of the applicable Borrower to repay such Borrowing on the Computation Date therefor Loans in accordance with the terms of this Agreement and provided further that any exercise of such option shall not increase the Borrower’s obligations under Section 2.16(a) and shall be conclusive absent manifest error3.1 or Section 3.4.
Appears in 3 contracts
Samples: Credit Agreement (Toyota Motor Credit Corp), Credit Agreement (Toyota Motor Credit Corp), Credit Agreement (Toyota Motor Credit Corp)
Borrowings, Conversions and Continuations of Committed Loans. (a) With respect to Domestic Loans, each Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans or continuation of Tranche C Loans shall be made upon the applicable Domestic Borrower’s irrevocable notice to the Administrative Agent (or Canadian Sub-Agent, in the case of Tranche B, or Australian Sub-Agent, in the case of Tranche C), which may be given by telephone. Each such notice must be received by the Administrative Applicable Agent not later than 10:00 a.m. (Pacific time) in the case of Tranche A Loans, 9:00 a.m.
a.m. (Pacific time) in the case of Tranche B Loans, and 9:00 a.m. (Pacific time) in the case of Tranche C Loans, (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans denominated in US Dollars or of any conversion of Eurodollar Base Rate Loans to Base Eurocurrency Rate Committed LoansLoans denominated in US Dollars, and (ii) on four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing of Base Rate Committed Loans. With respect to Canadian Loans, each Borrowing, each conversion of Canadian Loans from one Type to the other and each or continuation of Eurodollar Eurocurrency Rate Loans shall be made upon McKesson Canada’s irrevocable notice to the Canadian Administrative Agentdenominated in Alternative Currencies, which may be given by telephone. Each such notice must be received by the Canadian Administrative Agent not later than 11:00 a.m. (Eastern timeiii) (i) three four Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Tranche C Loans, (iv) on the requested date of any Borrowing of, or conversion of Eurocurrency Rate Loans or of any conversion of Eurodollar to, Base Rate Loans to Canadian Prime Rate Committed Loans, and (iiv) one Business Day prior to on the requested date of any Borrowing of Canadian Prime Rate LoansLoans and (vi) as set forth in Section 2.15(a) for Bankers’ Acceptances, Drafts or BA Equivalent Notes. Each telephonic notice by a Borrower pursuant to this Section 2.02(a2.2(a) must be confirmed promptly by delivery to the Applicable Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable BorrowerAgent. Each BorrowingExcept as otherwise provided in Section 2.15(a), each Borrowing of, conversion to or continuation of Domestic Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans, in a principal amount of $5,000,000 US$50,000,000 or a whole multiple of $US$1,000,000 in excess thereof and(or the Dollar Equivalent thereof); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or any other amount (or meeting any other criterion) as at any time ensures that it does not qualify as attracting funds from the “public” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y) for Tranche B Loans denominated in Canadian Dollars, in a principal amount of CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in an aggregate minimum a principal amount of Cdn.$5,000,000 A$5,000,000 or any whole multiple integral multiples of Cdn.$1,000,000 A$1,000,000 in excess thereof. Except as provided in Section 2.03(c) and 2.04(g), each Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Applicable applicable Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Eurocurrency Rate Loans or Tranche C Loans, (ii) the identity of the Borrower and the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the Applicable Currencycurrency of the Committed Loans to be borrowed. If any Borrower (other than TFA) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Applicable Committed Loans so requested shall be made in US Dollars. If any Borrower (other than TFA) fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Applicable such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, (x) in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Canadian Dollars, Base Rate Loans or in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian Prime Dollars, such Loans shall be continued as Eurocurrency Rate Loans, as appropriateLoans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans or Canadian Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the Applicable applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, they it will be deemed to have specified an Interest Period of one month. If TFA requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency. Notwithstanding the foregoing, if after giving effect to the making of any Tranche A Loans, Tranche B Loans or Tranche C Loans, the Unused Tranche A Commitment would be less than or equal to the Dollar Equivalent of EUR 300,000,000 (as determined by the Administrative Agent), then, only to the extent TKG has not borrowed EUR 300,000,000 as of the date such Loan is to be made, such Loans shall not be made without the consent of TKG (which consent may be waived only by TKG).
(b) Following receipt of a Committed Loan Notice for Domestic LoansNotice, the Administrative Agent shall promptly notify each appropriate Lender of the contents thereof and the amount (and currency) of its Pro Rata Share of the applicable Domestic Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Domestic Borrower, the Administrative Agent shall notify each appropriate Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other than US Dollars, in each case as described in Section 2.02(a). Following receipt of a Committed Loan Notice for Canadian Loans, the Canadian Administrative Agent shall promptly notify each Canadian Lender of the amount of its Canadian Pro Rata Share of the applicable Canadian Loans, and if no timely notice of a conversion or continuation is provided by the Borrowers, the Canadian Administrative Agent shall notify each Canadian Lender of the details of any automatic conversion to Canadian Prime Rate Loans described in Section 2.02(a)preceding subsection. In the case of a Committed Borrowing, each Tranche A Lender shall make the amount of its Domestic Committed Loan available to the Administrative Agent, each Tranche B Lender shall make the amount of its Committed Loan available to the Canadian Sub-Agent and each Tranche C Lender shall make the amount of its Committed Loan available to the Australian Sub-Agent, in immediately available funds Same Day Funds at the Administrative Agent’s Office for the applicable currency, the office of the Canadian Sub-Agent located in Montreal, Canada, or the Australian Sub-Agent’s Office, as the case may be, not later than 11:00 a.m., and each Canadian Lender will make the amount of its Canadian Loan available to the Canadian Administrative Agent in Canadian Dollars at the Canadian Administrative Agent’s Office by 11:00 a.m. (Eastern time) 1:00 p.m. on the Business Day specified, in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency or Australian Dollars, in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01)4.2, the Applicable Agent shall make all funds so received available to the Applicable applicable Borrower in like funds as received by the Applicable Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent either by (i) crediting the account of the Applicable such Borrower on the books of Bank of America or BA Canada BNP Paribas with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Applicable Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent by the Applicable such Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by a Borrower, there are unpaid amounts due in respect of Bankers’ Acceptances, in the case of McKesson Canada, or L/C Borrowings outstanding, in the case of the Domestic Borrowers, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such unpaid amounts and L/C Borrowings, and second, to the Applicable Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Eurocurrency Rate Loan. During the existence of a an Event of Default, no Loans may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans (whether in US Dollars or any Alternative Currency) without the consent of the applicable Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. Except as otherwise provided herein, a Tranche C Loan may be continued only on the last day of an Interest Period for such Tranche C Loan.
(d) The Administrative Agent shall promptly notify the Applicable applicable Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurodollar Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. The Australian Sub-Agent shall promptly notify TFA and the appropriate Lenders of the interest rate applicable to any Interest Period for Tranche C Loans upon determination of such interest rate. The determination of the Bank Bxxx Rate by the Australian Sub-Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Domestic Borrowers applicable Borrower and the appropriate Lenders of any change in Bank of AmericaBNP Paribas’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Administrative Sub-Agent shall notify McKesson Canada TCCI and the Canadian Tranche B Lenders of any change in BA Canada’s prime lending rate used in determining the Canadian Prime Rate promptly following the public announcement of such changea change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Bank.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten fifteen (15) Interest Periods in effect at any time with respect to Committed Loans.
(f) The Dollar Equivalent amount Each Lender at its option may make any Loans by causing any domestic or foreign branch or Affiliate of such Lender to make such Loans; provided that any Borrowing in Canadian Dollars will be determined by exercise of such option shall not affect the Canadian Administrative Agent for obligation of the applicable Borrower to repay such Borrowing on the Computation Date therefor Loans in accordance with the terms of this Agreement and provided further that any exercise of such option shall not increase the Borrower’s obligations under Section 2.16(a) and shall be conclusive absent manifest error3.1 or Section 3.4.
Appears in 3 contracts
Samples: 364 Day Credit Agreement (Toyota Motor Credit Corp), 364 Day Credit Agreement (Toyota Motor Credit Corp), 364 Day Credit Agreement (Toyota Motor Credit Corp)
Borrowings, Conversions and Continuations of Committed Loans. (a) With respect to Domestic Loans, each Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Committed Loans shall be made upon the applicable Domestic a Borrower’s irrevocable (subject to Section 3.03) notice to the Administrative Agent, which may be given by (A) telephone, or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such notice Committed Loan Notice must be received by the Administrative Agent not later than 9:00 a.m.12:00 p.m.
(i) three Business Days prior to the requested date of (A) any Borrowing ofof Eurocurrency Rate Committed Loans (as to Canadian Dollars), (B) any continuation of Eurocurrency Rate Committed Loans (as to Canadian Dollars) or (C) any Borrowing of Canadian BA’s, (ii) two Business Days prior to the requested date of (A) any Borrowing of Eurocurrency Rate Committed Loans (with respect to Loans denominated in Dollars), or (B) any conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Eurocurrency Rate Committed LoansLoans (with respect to Loans denominated in Dollars), and (iiiii) on the requested date of any Borrowing of or conversion to Base Rate Committed Loans. With ; provided, however, that if such Borrower wishes to request (x) Eurocurrency Rate Committed Loans (with respect to Loans denominated in Dollars) having an Interest Period other than one month, three months or six months in duration or (y) Eurocurrency Rate Committed Loans (with respect to Loans denominated in Canadian LoansDollars) having an Interest Period other than one month, two months or three months, in each Borrowingcase, each conversion as provided in the definition of Canadian Loans from one Type to “Interest Period,” the other and each continuation of Eurodollar Rate Loans shall be made upon McKesson Canada’s irrevocable notice to the Canadian Administrative Agent, which may be given by telephone. Each such applicable notice must be received by the Canadian Administrative Agent not later than 11:00 a.m. (Eastern time) (i) 12:00 p.m. three Business Days prior to the requested date of any such Borrowing, conversion or continuation, whereupon the Administrative Agent (x) shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all such Lenders and (y) not later than 12:00 p.m., two Business Days before the requested date of such Borrowing, conversion or continuation, shall notify such Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders.
(b) Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Committed Loans shall be (A) with respect to Loans denominated in Dollars, in a principal amount of $1,000,000 or a whole multiple of any conversion of Eurodollar Rate Loans to Canadian Prime Rate Loans, $100,000 in excess thereof and (iiB) one Business Day prior with respect to the requested date Loans denominated in Canadian Dollars, in a principal amount of any C$1,000,000 or a whole multiple of C$100,000 in excess thereof. Except as provided in Sections 2.03(f) and 2.04(c), each Borrowing of Canadian Prime or conversion to Base Rate Loans. Each telephonic notice by a Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Applicable Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Applicable Borrower. Each Borrowing, conversion or continuation of Domestic Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 in excess thereof and, in the case of Canadian Loans, in an aggregate minimum amount of Cdn.$5,000,000 or any whole multiple of Cdn.$1,000,000 100,000 in excess thereof. Except as provided in Section 2.03(c.
(c) and 2.04(g), each Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Applicable such Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Eurocurrency Rate Committed Loans, (ii) the identity of the Borrower and the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continuedcontinued (or the aggregate face amount of the Canadian BA’s to be accepted, if applicable), (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (or the maturity of the Canadian BA’s, if applicable), (vi) the Applicable Currencycurrency of the Committed Loans to be borrowed and (vii) the applicable Borrower. If a Borrower fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Applicable Committed Loans so requested shall be made in Dollars. If a Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Applicable a Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, to Base Rate Loans or (with respect to Loans denominated in Dollars); provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in Canadian Prime Dollars, such Loans shall be continued as Eurocurrency Rate Loans, as appropriateLoans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans or Canadian Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Committed Loans. If the Applicable a Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Committed Loans in any such Committed Loan Notice, but fails to specify an Interest Period, they it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.
(bd) Following receipt of a Committed Loan Notice for Domestic LoansNotice, the Administrative Agent shall promptly notify each Lender of the amount (and currency) of its Pro Rata Share Applicable Percentage of the applicable Domestic LoansCommitted Loans or Canadian BA’s, and if no timely notice of a conversion or continuation is provided by the applicable Domestic BorrowerCompany, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.02(a). Following receipt of a Committed Loan Notice for Canadian Loans, the Canadian Administrative Agent shall promptly notify each Canadian Lender of the amount of its Canadian Pro Rata Share of the applicable Canadian Loans, and if no timely notice of a conversion or continuation is provided by the Borrowers, the Canadian Administrative Agent shall notify each Canadian Lender of the details of any automatic conversion to Canadian Prime Rate Loans described in Section 2.02(a)preceding subsection. In the case of a Committed Borrowing, each Lender shall make the amount of its Domestic Committed Loan available to the Administrative Agent in immediately available funds Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 11:00 a.m.2:00 p.m., in the case of any Committed Loan denominated in Dollars, and each Canadian Lender will make not later than the amount of its Canadian Loan available to Applicable Time specified by the Canadian Administrative Agent in the case of any Committed Loan in Canadian Dollars at (or, in the case of Canadian Administrative Agent’s Office by 11:00 a.m. (Eastern timeBA’s, such amount with respect thereto in accordance with Section 4(b) of Schedule 2.01A), in each case on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Applicable Administrative Agent shall make all funds so received available to the Applicable applicable Borrower in like funds as received by the Applicable Agent Administrative Agent, at the Company’s election, either by (i) crediting the account of the Applicable such Borrower on the books of Bank of America or BA Canada with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Applicable Administrative Agent by the Applicable BorrowerCompany as set forth in the Committed Loan Notice; provided, however, that if, on immediately prior to delivery by the date applicable Borrower of the Committed Loan Notice with respect to such Borrowing is given by a BorrowerBorrowing, there are unpaid amounts due in respect of Bankers’ Acceptances, in the case of McKesson Canada, or L/C Borrowings in such currency outstanding, in the case of the Domestic Borrowers, then the proceeds of such Borrowing shall be appliedBorrowing, first, shall be applied to the payment in full of any such unpaid amounts and L/C Borrowings, and second, shall be made available to the Applicable applicable Borrower as provided above.
(ce) Except as otherwise provided herein, a Eurodollar Eurocurrency Rate Committed Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Eurocurrency Rate Committed Loan. During Upon the existence occurrence and during the continuation of a an Event of Default, no Loans may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Committed Loans (whether in Dollars or Canadian Dollars) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in Canadian Dollars be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, in each case, on the last day of the then current Interest Period with respect thereto.
(df) The Administrative Agent shall promptly notify the Applicable Borrower Company and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency Rate Committed Loans upon determination of such interest rate. The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Domestic Borrowers Company and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Administrative Agent shall notify McKesson Canada and the Canadian Lenders of any change in BA Canada’s prime lending rate used in determining the Canadian Prime Rate effective date thereof promptly following the public announcement of such change.
(eg) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten Interest Periods in effect at any one time with respect to Committed Loans.
(f) The Dollar Equivalent amount of any Borrowing in Canadian Dollars will be determined by the Canadian Administrative Agent for such Borrowing on the Computation Date therefor in accordance with Section 2.16(a) and shall be conclusive absent manifest error.
Appears in 3 contracts
Samples: Credit Agreement (Plains Gp Holdings Lp), Credit Agreement (Plains All American Pipeline Lp), Credit Agreement (Plains Gp Holdings Lp)
Borrowings, Conversions and Continuations of Committed Loans. (a) With respect to Domestic Loans, each Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans or continuation of Tranche C Loans shall be made upon the applicable Domestic Borrower’s irrevocable notice to the Administrative Agent (or Canadian Sub-Agent, in the case of Tranche B, or Australian Sub-Agent, in the case of Tranche C), which may be given by telephone. Each such notice must be received by the Administrative Applicable Agent not later than 9:00 a.m.
12:00 noon (Central time) in the case of Tranche A Loans, 11:00 a.m. (Central time) in the case of Tranche B Loans, and 11:00 a.m. (Central time) in the case of Tranche C Loans, (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans denominated in US Dollars or of any conversion of Eurodollar Base Rate Loans to Base Eurocurrency Rate Committed LoansLoans denominated in US Dollars, and (ii) on four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing of Base Rate Committed Loans. With respect to Canadian Loans, each Borrowing, each conversion of Canadian Loans from one Type to the other and each or continuation of Eurodollar Eurocurrency Rate Loans shall be made upon McKesson Canada’s irrevocable notice to the Canadian Administrative Agentdenominated in Alternative Currencies, which may be given by telephone. Each such notice must be received by the Canadian Administrative Agent not later than 11:00 a.m. (Eastern timeiii) (i) three four Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Tranche C Loans, (iv) on the requested date of any Borrowing of, or conversion of Eurocurrency Rate Loans or of any conversion of Eurodollar to, Base Rate Loans to Canadian Prime Rate Committed Loans, and (iiv) one Business Day prior to on the requested date of any Borrowing of Canadian Prime Rate Loans. Each telephonic notice by a Borrower pursuant to this Section 2.02(a2.2(a) must be confirmed promptly by delivery to the Applicable Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable BorrowerAgent. Each BorrowingBorrowing of, conversion to or continuation of Domestic Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans, in a principal amount of $5,000,000 US$50,000,000 or a whole multiple of $US$1,000,000 in excess thereof and(or the Dollar Equivalent thereof); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or any other amount (or meeting any other criterion) as at any time ensures that it does not qualify as attracting funds from the “public” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y) for Tranche B Loans denominated in Canadian Dollars, in a principal amount of CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in an aggregate minimum a principal amount of Cdn.$5,000,000 A$5,000,000 or any whole multiple integral multiples of Cdn.$1,000,000 A$1,000,000 in excess thereof. Except as provided in Section 2.03(c) and 2.04(g), each Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Applicable applicable Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Eurocurrency Rate Loans or Tranche C Loans, (ii) the identity of the Borrower and the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the Applicable Currencycurrency of the Committed Loans to be borrowed. If any Borrower (other than TFA) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Applicable Committed Loans so requested shall be made in US Dollars. If any Borrower (other than TFA) fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Applicable such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, (x) in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Canadian Dollars, Base Rate Loans or in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian Prime Dollars, such Loans shall be continued as Eurocurrency Rate Loans, as appropriateLoans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans or Canadian Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the Applicable applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, they it will be deemed to have specified an Interest Period of one month. If TFA requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.
(b) Following receipt of a Committed Loan Notice for Domestic LoansNotice, the Administrative Agent shall promptly notify each appropriate Lender of the contents thereof and the amount (and currency) of its Pro Rata Share of the applicable Domestic Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Domestic Borrower, the Administrative Agent shall notify each appropriate Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other than US Dollars, in each case as described in Section 2.02(a). Following receipt of a Committed Loan Notice for Canadian Loans, the Canadian Administrative Agent shall promptly notify each Canadian Lender of the amount of its Canadian Pro Rata Share of the applicable Canadian Loans, and if no timely notice of a conversion or continuation is provided by the Borrowers, the Canadian Administrative Agent shall notify each Canadian Lender of the details of any automatic conversion to Canadian Prime Rate Loans described in Section 2.02(a)preceding subsection. In the case of a Committed Borrowing, each Tranche A Lender shall make the amount of its Domestic Committed Loan available to the Administrative Agent, each Tranche B Lender shall make the amount of its Committed Loan available to the Canadian Sub-Agent and each Tranche C Lender shall make the amount of its Committed Loan available to the Australian Sub-Agent, in immediately available funds Same Day Funds at the Administrative Agent’s Office for the applicable currency, the office of the Canadian Sub-Agent located in Montreal, Canada, or the Australian Sub-Agent’s Office, as the case may be, not later than 11:00 a.m., and each Canadian Lender will make the amount of its Canadian Loan available to the Canadian Administrative Agent in Canadian Dollars at the Canadian Administrative Agent’s Office by 11:00 a.m. (Eastern time) 1:00 p.m. on the Business Day specified, in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency or Australian Dollars, in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01)4.2, the Applicable Agent shall make all funds so received available to the Applicable applicable Borrower in like funds as received by the Applicable Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent either by (i) crediting the account of the Applicable such Borrower on the books of Bank of America or BA Canada BNP Paribas with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Applicable Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent by the Applicable such Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by a Borrower, there are unpaid amounts due in respect of Bankers’ Acceptances, in the case of McKesson Canada, or L/C Borrowings outstanding, in the case of the Domestic Borrowers, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such unpaid amounts and L/C Borrowings, and second, to the Applicable Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Eurocurrency Rate Loan. During the existence of a an Event of Default, no Loans may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans (whether in US Dollars or any Alternative Currency) without the consent of the applicable Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. Except as otherwise provided herein, a Tranche C Loan may be continued only on the last day of an Interest Period for such Tranche C Loan.
(d) The Administrative Agent shall promptly notify the Applicable applicable Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurodollar Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. The Australian Sub-Agent shall promptly notify TFA and the appropriate Lenders of the interest rate applicable to any Interest Period for Tranche C Loans upon determination of such interest rate. The determination of the Bank Xxxx Rate by the Australian Sub-Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Domestic Borrowers applicable Borrower and the appropriate Lenders of any change in Bank of AmericaBNP Paribas’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Administrative Sub-Agent shall notify McKesson Canada TCCI and the Canadian Tranche B Lenders of any change in BA Canada’s prime lending rate used in determining the Canadian Prime Rate promptly following the public announcement of such changea change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Bank.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten fifteen (15) Interest Periods in effect at any time with respect to Committed Loans.
(f) The Dollar Equivalent amount Each Lender at its option may make any Loans by causing any domestic or foreign branch or Affiliate of such Lender to make such Loans; provided that any Borrowing in Canadian Dollars will be determined by exercise of such option shall not affect the Canadian Administrative Agent for obligation of the applicable Borrower to repay such Borrowing on the Computation Date therefor Loans in accordance with the terms of this Agreement and provided further that any exercise of such option shall not increase the Borrower’s obligations under Section 2.16(a) and shall be conclusive absent manifest error3.1 or Section 3.4.
Appears in 2 contracts
Samples: Credit Agreement (Toyota Motor Credit Corp), Credit Agreement (Toyota Motor Credit Corp)
Borrowings, Conversions and Continuations of Committed Loans. (a) With respect to Domestic Loans, each Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans shall be made upon the applicable Domestic Borrower’s irrevocable notice to the Administrative Agent (or Canadian Sub-Agent, in the case of Tranche B), which may be given by telephone. Each such notice must be received by the Administrative Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 a.m. (Pacific time) in the case of Tranche A Loans and 9:00 a.m.
a.m. (Pacific time) in the case of Tranche B Loans, (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans denominated in US Dollars or of any conversion of Eurodollar Eurocurrency Rate Loans denominated in US Dollars to Base Rate Committed Loans, and (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, (iii) on the requested date of any Borrowing of, or conversion of Eurocurrency Rate Loans to, Base Rate Committed Loans. With respect to Canadian Loans, each Borrowing, each conversion of Canadian Loans from one Type to the other and each continuation of Eurodollar Rate Loans shall be made upon McKesson Canada’s irrevocable notice to the Canadian Administrative Agent, which may be given by telephone. Each such notice must be received by the Canadian Administrative Agent not later than 11:00 a.m. (Eastern timeiv) (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Canadian Prime Rate Loans, and (ii) one Business Day prior to on the requested date of any Borrowing of Canadian Prime Rate LoansLoans and (v) as set forth in Section 2.15(a) for Bankers’ Acceptances or BA Equivalent Notes. Each telephonic notice by a Borrower pursuant to this Section 2.02(a2.2(a) must be confirmed promptly by delivery to the Applicable Administrative Agent or Canadian Sub-Agent, as applicable, of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable BorrowerAdministrative Agent or Canadian Sub-Agent, as applicable. Each BorrowingExcept as otherwise provided in Section 2.15(a), each Borrowing of, conversion to or continuation of Domestic Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars, in a principal amount of $5,000,000 US$50,000,000 or a whole multiple of $1,000,000 US$5,000,000 in excess thereof and(or the Dollar Equivalent thereof); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht) or (y) for Tranche B Loans denominated in Canadian LoansDollars, in an aggregate minimum a principal amount of Cdn.$5,000,000 CDN$5,000,000 or any whole multiple integral multiples of Cdn.$1,000,000 CDN$1,000,000 in excess thereof. Except as provided in Section 2.03(c) and 2.04(g), each Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Applicable applicable Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Eurocurrency Rate Loans, (ii) the identity of the Borrower and the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the Applicable Currencycurrency of the Committed Loans to be borrowed. If any Borrower fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Applicable Committed Loans so requested shall be made in US Dollars. If any Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Applicable such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, (x) in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Canadian Dollars, Base Rate Loans or in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian Prime Dollars, such Loans shall be continued as Eurocurrency Rate Loans, as appropriateLoans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans or Canadian Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the Applicable applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, they it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency. Notwithstanding the foregoing, if after giving effect to the making of any Tranche A Loans or Tranche B Loans the Unused Tranche A Commitment would be less than or equal to the Dollar Equivalent of EUR 300,000,000 (as determined by the Administrative Agent), then, only to the extent TKG has not borrowed EUR 300,000,000 as of the date such Loan is to be made, such Loans shall not be made without the consent of TKG (which consent may be waived only by TKG).
(b) Following receipt of a Committed Loan Notice for Domestic LoansNotice, the Administrative Agent shall promptly notify each appropriate Lender of the contents thereof and the amount (and currency) of its Pro Rata Share of the applicable Domestic Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Domestic Borrower, the Administrative Agent shall notify each appropriate Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other than US Dollars, in each case as described in Section 2.02(a). Following receipt of a Committed Loan Notice for Canadian Loans, the Canadian Administrative Agent shall promptly notify each Canadian Lender of the amount of its Canadian Pro Rata Share of the applicable Canadian Loans, and if no timely notice of a conversion or continuation is provided by the Borrowers, the Canadian Administrative Agent shall notify each Canadian Lender of the details of any automatic conversion to Canadian Prime Rate Loans described in Section 2.02(a)preceding subsection. In the case of a Committed Borrowing, each Tranche A Lender shall make the amount of its Domestic Committed Loan available to the Administrative Agent Agent, and each Tranche B Lender shall make the amount of its Committed Loan available to the Canadian Sub-Agent, in immediately available funds Same Day Funds at the Administrative Agent’s Office for the applicable currency or the office of the Canadian Sub-Agent located in Montreal, Canada, as the case may be, not later than 11:00 a.m., and each Canadian Lender will make the amount of its Canadian Loan available to the Canadian Administrative Agent in Canadian Dollars at the Canadian Administrative Agent’s Office by 11:00 a.m. (Eastern time) 1:00 p.m. on the Business Day specified, in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency, in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01)4.2, the Applicable Administrative Agent or the Canadian Sub-Agent, as the case may be, shall make all funds so received available to the Applicable applicable Borrower in like funds as received by the Applicable Administrative Agent or the Canadian Sub-Agent either by (i) crediting the account of the Applicable such Borrower on the books of Bank of America or BA Canada BNP Paribas with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Applicable Administrative Agent or the Canadian Sub-Agent by the Applicable such Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by a Borrower, there are unpaid amounts due in respect of Bankers’ Acceptances, in the case of McKesson Canada, or L/C Borrowings outstanding, in the case of the Domestic Borrowers, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such unpaid amounts and L/C Borrowings, and second, to the Applicable Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Eurocurrency Rate Loan. During the existence of a an Event of Default, no Loans may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans (whether in US Dollars or any Alternative Currency) without the consent of the applicable Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto.
(d) The Administrative Agent shall promptly notify the Applicable applicable Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurodollar Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Domestic Borrowers applicable Borrower and the appropriate Lenders of any change in Bank of AmericaBNP Paribas’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Administrative Sub-Agent shall notify McKesson Canada TCCI and the Canadian Tranche B Lenders of any change in BA Canada’s prime lending rate used in determining the Canadian Prime Rate promptly following the public announcement of such changea change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Bank.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten fifteen (15) Interest Periods in effect at any time with respect to Committed Loans.
(f) The Dollar Equivalent amount of any Borrowing in Canadian Dollars will be determined by the Canadian Administrative Agent for such Borrowing on the Computation Date therefor in accordance with Section 2.16(a) and shall be conclusive absent manifest error.
Appears in 2 contracts
Samples: 364 Day Credit Agreement (Toyota Motor Credit Corp), 364 Day Credit Agreement (Toyota Motor Credit Corp)
Borrowings, Conversions and Continuations of Committed Loans. (a) With respect to Domestic Loans, each Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans shall be made upon the applicable Domestic Borrower’s irrevocable notice to the Administrative Agent (or Canadian Sub-Agent, in the case of Tranche B), which may be given by telephone. Each such notice must be received by the Administrative Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 a.m. (Pacific time) in the case of Tranche A Loans and 9:00 a.m.
a.m. (Pacific time) in the case of Tranche B Loans, (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans denominated in US Dollars or of any conversion of Eurodollar Base Rate Loans to Base Eurocurrency Rate Committed LoansLoans denominated in US Dollars, and (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, (iii) on the requested date of any Borrowing of, or conversion of Eurocurrency Rate Loans to, Base Rate Committed Loans. With respect to Canadian Loans, each Borrowing, each conversion of Canadian Loans from one Type to the other and each continuation of Eurodollar Rate Loans shall be made upon McKesson Canada’s irrevocable notice to the Canadian Administrative Agent, which may be given by telephone. Each such notice must be received by the Canadian Administrative Agent not later than 11:00 a.m. (Eastern timeiv) (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Canadian Prime Rate Loans, and (ii) one Business Day prior to on the requested date of any Borrowing of Canadian Prime Rate LoansLoans and (v) as set forth in Section 2.15(a) for Bankers’ Acceptances or BA Equivalent Notes. Each telephonic notice by a Borrower pursuant to this Section 2.02(a2.2(a) must be confirmed promptly by delivery to the Applicable Administrative Agent or Canadian Sub-Agent, as applicable, of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable BorrowerAdministrative Agent or Canadian Sub-Agent, as applicable. Each BorrowingExcept as otherwise provided in Section 2.15(a), each Borrowing of, conversion to or continuation of Domestic Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars, in a principal amount of $5,000,000 US$50,000,000 or a whole multiple of $US$1,000,000 in excess thereof and(or the Dollar Equivalent thereof); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht) or (y) for Tranche B Loans denominated in Canadian LoansDollars, in an aggregate minimum a principal amount of Cdn.$5,000,000 CDN$5,000,000 or any whole multiple integral multiples of Cdn.$1,000,000 CDN$1,000,000 in excess thereof. Except as provided in Section 2.03(c) and 2.04(g), each Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Applicable applicable Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Eurocurrency Rate Loans, (ii) the identity of the Borrower and the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the Applicable Currencycurrency of the Committed Loans to be borrowed. If any Borrower fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Applicable Committed Loans so requested shall be made in US Dollars. If any Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Applicable such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, (x) in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Canadian Dollars, Base Rate Loans or in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian Prime Dollars, such Loans shall be continued as Eurocurrency Rate Loans, as appropriateLoans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans or Canadian Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the Applicable applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, they it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.
(b) Following receipt of a Committed Loan Notice for Domestic LoansNotice, the Administrative Agent shall promptly notify each appropriate Lender of the contents thereof and the amount (and currency) of its Pro Rata Share of the applicable Domestic Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Domestic Borrower, the Administrative Agent shall notify each appropriate Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other than US Dollars, in each case as described in Section 2.02(a). Following receipt of a Committed Loan Notice for Canadian Loans, the Canadian Administrative Agent shall promptly notify each Canadian Lender of the amount of its Canadian Pro Rata Share of the applicable Canadian Loans, and if no timely notice of a conversion or continuation is provided by the Borrowers, the Canadian Administrative Agent shall notify each Canadian Lender of the details of any automatic conversion to Canadian Prime Rate Loans described in Section 2.02(a)preceding subsection. In the case of a Committed Borrowing, each Tranche A Lender shall make the amount of its Domestic Committed Loan available to the Administrative Agent Agent, and each Tranche B Lender shall make the amount of its Committed Loan available to the Canadian Sub-Agent, in immediately available funds Same Day Funds at the Administrative Agent’s Office for the applicable currency or the office of the Canadian Sub-Agent located in Montreal, Canada, as the case may be, not later than 11:00 a.m., and each Canadian Lender will make the amount of its Canadian Loan available to the Canadian Administrative Agent in Canadian Dollars at the Canadian Administrative Agent’s Office by 11:00 a.m. (Eastern time) 1:00 p.m. on the Business Day specified, in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency, in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01)4.2, the Applicable Administrative Agent or the Canadian Sub-Agent, as the case may be, shall make all funds so received available to the Applicable applicable Borrower in like funds as received by the Applicable Administrative Agent or the Canadian Sub-Agent either by (i) crediting the account of the Applicable such Borrower on the books of Bank of America or BA Canada BNP Paribas with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Applicable Administrative Agent or the Canadian Sub-Agent by the Applicable such Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by a Borrower, there are unpaid amounts due in respect of Bankers’ Acceptances, in the case of McKesson Canada, or L/C Borrowings outstanding, in the case of the Domestic Borrowers, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such unpaid amounts and L/C Borrowings, and second, to the Applicable Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Eurocurrency Rate Loan. During the existence of a an Event of Default, no Loans may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans (whether in US Dollars or any Alternative Currency) without the consent of the applicable Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto.
(d) The Administrative Agent shall promptly notify the Applicable applicable Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurodollar Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Domestic Borrowers applicable Borrower and the appropriate Lenders of any change in Bank of AmericaBNP Paribas’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Administrative Sub-Agent shall notify McKesson Canada TCCI and the Canadian Tranche B Lenders of any change in BA Canada’s prime lending rate used in determining the Canadian Prime Rate promptly following the public announcement of such changea change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Bank.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten fifteen (15) Interest Periods in effect at any time with respect to Committed Loans.
(f) The Dollar Equivalent amount of any Borrowing in Canadian Dollars will be determined by the Canadian Administrative Agent for such Borrowing on the Computation Date therefor in accordance with Section 2.16(a) and shall be conclusive absent manifest error.
Appears in 2 contracts
Samples: Credit Agreement (Toyota Motor Credit Corp), Credit Agreement (Toyota Motor Credit Corp)
Borrowings, Conversions and Continuations of Committed Loans. (a) With respect to Domestic Loans, each Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans shall be made upon the applicable Domestic Borrower’s irrevocable notice to the Administrative Agent (or Canadian Sub-Agent, in the case of Tranche B), which may be given by telephone. Each such notice must be received by the Administrative Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 a.m. (Pacific time) in the case of Tranche A Loans and 9:00 a.m.
a.m. (Pacific time) in the case of Tranche B Loans, (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans denominated in US Dollars or of any conversion of Eurodollar Base Rate Loans to Base Eurocurrency Rate Committed LoansLoans denominated in US Dollars, and (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, (iii) on the requested date of any Borrowing of, or conversion of Eurocurrency Rate Loans to, Base Rate Committed Loans. With respect to Canadian Loans, each Borrowing, each conversion of Canadian Loans from one Type to the other and each continuation of Eurodollar Rate Loans shall be made upon McKesson Canada’s irrevocable notice to the Canadian Administrative Agent, which may be given by telephone. Each such notice must be received by the Canadian Administrative Agent not later than 11:00 a.m. (Eastern timeiv) (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Canadian Prime Rate Loans, and (ii) one Business Day prior to on the requested date of any Borrowing of Canadian Prime Rate LoansLoans and (v) as set forth in Section 2.15(a) for Bankers’ Acceptances or BA Equivalent Notes. Each telephonic notice by a Borrower pursuant to this Section 2.02(a2.2(a) must be confirmed promptly by delivery to the Applicable Administrative Agent or Canadian Sub-Agent, as applicable, of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable BorrowerAdministrative Agent or Canadian Sub-Agent, as applicable. Each BorrowingExcept as otherwise provided in Section 2.15(a), each Borrowing of, conversion to or continuation of Domestic Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars, in a principal amount of $5,000,000 US$50,000,000 or a whole multiple of $US$1,000,000 in excess thereof and(or the Dollar Equivalent thereof); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht) or (y) for Tranche B Loans denominated in Canadian LoansDollars, in an aggregate minimum a principal amount of Cdn.$5,000,000 CDN$5,000,000 or any whole multiple integral multiples of Cdn.$1,000,000 CDN$1,000,000 in excess thereof. Except as provided in Section 2.03(c) and 2.04(g), each Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Applicable applicable Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Eurocurrency Rate Loans, (ii) the identity of the Borrower and the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the Applicable Currencycurrency of the Committed Loans to be borrowed. If any Borrower fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Applicable Committed Loans so requested shall be made in US Dollars. If any Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Applicable such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, (x) in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Canadian Dollars, Base Rate Loans or in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian Prime Dollars, such Loans shall be continued as Eurocurrency Rate Loans, as appropriateLoans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans or Canadian Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the Applicable applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, they it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.
(b) Following receipt of a Committed Loan Notice for Domestic LoansNotice, the Administrative Agent shall promptly notify each appropriate Lender of the contents thereof and the amount (and currency) of its Pro Rata Share of the applicable Domestic Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Domestic Borrower, the Administrative Agent shall notify each appropriate Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other than US Dollars, in each case as described in Section 2.02(a). Following receipt of a Committed Loan Notice for Canadian Loans, the Canadian Administrative Agent shall promptly notify each Canadian Lender of the amount of its Canadian Pro Rata Share of the applicable Canadian Loans, and if no timely notice of a conversion or continuation is provided by the Borrowers, the Canadian Administrative Agent shall notify each Canadian Lender of the details of any automatic conversion to Canadian Prime Rate Loans described in Section 2.02(a)preceding subsection. In the case of a Committed Borrowing, each Tranche A Lender shall make the amount of its Domestic Committed Loan available to the Administrative Agent Agent, and each Tranche B Lender shall make the amount of its Committed Loan available to the Canadian Sub-Agent, in immediately available funds Same Day Funds at the Administrative Agent’s Office for the applicable currency or the office of the Canadian Sub-Agent located in Montreal, Canada, as the case may be, not later than 11:00 a.m., and each Canadian Lender will make the amount of its Canadian Loan available to the Canadian Administrative Agent in Canadian Dollars at the Canadian Administrative Agent’s Office by 11:00 a.m. (Eastern time) 1:00 p.m. on the Business Day specified, in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency, in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01)4.2, the Applicable Administrative Agent or the Canadian Sub-Agent, as the case may be, shall make all funds so received available to the Applicable applicable Borrower in like funds as received by the Applicable Administrative Agent or the Canadian Sub-Agent either by (i) crediting the account of the Applicable such Borrower on the books of Bank of America or BA Canada BNP Paribas with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Applicable Administrative Agent or the Canadian Sub-Agent by the Applicable such Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by a Borrower, there are unpaid amounts due in respect of Bankers’ Acceptances, in the case of McKesson Canada, or L/C Borrowings outstanding, in the case of the Domestic Borrowers, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such unpaid amounts and L/C Borrowings, and second, to the Applicable Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Eurocurrency Rate Loan. During the existence of a an Event of Default, no Loans may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans (whether in US Dollars or any Alternative Currency) without the consent of the applicable Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto.
(d) The Administrative Agent shall promptly notify the Applicable applicable Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurodollar Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Domestic Borrowers applicable Borrower and the appropriate Lenders of any change in Bank of AmericaBNP Paribas’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Administrative Sub-Agent shall notify McKesson Canada TCCI and the Canadian Tranche B Lenders of any change in BA Canada’s prime lending rate used in determining the Canadian Prime Rate promptly following the public announcement of such changea change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Bank.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten fifteen (15) Interest Periods in effect at any time with respect to Committed Loans.
(f) The Dollar Equivalent amount Each Lender at its option may make any Advances by causing any domestic or foreign branch or Affiliate of such Lender to make such Loans; provided that any Borrowing in Canadian Dollars will be determined by exercise of such option shall not affect the Canadian Administrative Agent for obligation of the applicable Borrower to repay such Borrowing on the Computation Date therefor Loans in accordance with the terms of this Agreement and provided further that any exercise of such option shall not increase the Borrower’s obligations under Section 2.16(a) and shall be conclusive absent manifest error3.1 or Section 3.4.
Appears in 2 contracts
Samples: Credit Agreement (Toyota Motor Credit Corp), Credit Agreement (Toyota Motor Credit Corp)
Borrowings, Conversions and Continuations of Committed Loans. (a) With respect to Domestic Loans, each Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans shall be made upon the applicable Domestic Borrower’s irrevocable notice to the Administrative Agent (or Canadian Sub-Agent, in the case of Tranche B), which may be given by telephone. Each such notice must be received by the Administrative Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 a.m. (Pacific time) in the case of Tranche A Loans and 9:00 a.m.
a.m. (Pacific time) in the case of Tranche B Loans, (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans denominated in US Dollars or of any conversion of Eurodollar Eurocurrency Rate Loans denominated in US Dollars to Base Rate Committed Loans, and (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, (iii) on the requested date of any Borrowing of, or conversion of Eurocurrency Rate Loans to, Base Rate Committed Loans. With respect to Canadian Loans, each Borrowing, each conversion of Canadian Loans from one Type to the other and each continuation of Eurodollar Rate Loans shall be made upon McKesson Canada’s irrevocable notice to the Canadian Administrative Agent, which may be given by telephone. Each such notice must be received by the Canadian Administrative Agent not later than 11:00 a.m. (Eastern timeiv) (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Canadian Prime Rate Loans, and (ii) one Business Day prior to on the requested date of any Borrowing of Canadian Prime Rate LoansLoans and (v) as set forth in Section 2.15(a) for Bankers’ Acceptances or BA Equivalent Notes. Each telephonic notice by a Borrower pursuant to this Section 2.02(a2.2(a) must be confirmed promptly by delivery to the Applicable Administrative Agent or Canadian Sub-Agent, as applicable, of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable BorrowerAdministrative Agent or Canadian Sub-Agent, as applicable. Each BorrowingExcept as otherwise provided in Section 2.15(a), each Borrowing of, conversion to or continuation of Domestic Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars, in a principal amount of $5,000,000 US$50,000,000 or a whole multiple of $1,000,000 US$5,000,000 in excess thereof and(or the Dollar Equivalent thereof); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht) or (y) for Tranche B Loans denominated in Canadian LoansDollars, in an aggregate minimum a principal amount of Cdn.$5,000,000 CDN$5,000,000 or any whole multiple integral multiples of Cdn.$1,000,000 CDN$1,000,000 in excess thereof. Except as provided in Section 2.03(c) and 2.04(g), each Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Applicable applicable Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Eurocurrency Rate Loans, (ii) the identity of the Borrower and the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the Applicable Currencycurrency of the Committed Loans to be borrowed. If any Borrower fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Applicable Committed Loans so requested shall be made in US Dollars. If any Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Applicable such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, (x) in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Canadian Dollars, Base Rate Loans or in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian Prime Dollars, such Loans shall be continued as Eurocurrency Rate Loans, as appropriateLoans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans or Canadian Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the Applicable applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, they it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.
(b) Following receipt of a Committed Loan Notice for Domestic LoansNotice, the Administrative Agent shall promptly notify each appropriate Lender of the contents thereof and the amount (and currency) of its Pro Rata Share of the applicable Domestic Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Domestic Borrower, the Administrative Agent shall notify each appropriate Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other than US Dollars, in each case as described in Section 2.02(a). Following receipt of a Committed Loan Notice for Canadian Loans, the Canadian Administrative Agent shall promptly notify each Canadian Lender of the amount of its Canadian Pro Rata Share of the applicable Canadian Loans, and if no timely notice of a conversion or continuation is provided by the Borrowers, the Canadian Administrative Agent shall notify each Canadian Lender of the details of any automatic conversion to Canadian Prime Rate Loans described in Section 2.02(a)preceding subsection. In the case of a Committed Borrowing, each Tranche A Lender shall make the amount of its Domestic Committed Loan available to the Administrative Agent Agent, and each Tranche B Lender shall make the amount of its Committed Loan available to the Canadian Sub-Agent, in immediately available funds Same Day Funds at the Administrative Agent’s Office for the applicable currency or the office of the Canadian Sub-Agent located in Montreal, Canada, as the case may be, not later than 11:00 a.m., and each Canadian Lender will make the amount of its Canadian Loan available to the Canadian Administrative Agent in Canadian Dollars at the Canadian Administrative Agent’s Office by 11:00 a.m. (Eastern time) 1:00 p.m. on the Business Day specified, in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency, in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01)4.2, the Applicable Administrative Agent or the Canadian Sub-Agent, as the case may be, shall make all funds so received available to the Applicable applicable Borrower in like funds as received by the Applicable Administrative Agent or the Canadian Sub-Agent either by (i) crediting the account of the Applicable such Borrower on the books of Bank of America or BA Canada BNP Paribas with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Applicable Administrative Agent or the Canadian Sub-Agent by the Applicable such Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by a Borrower, there are unpaid amounts due in respect of Bankers’ Acceptances, in the case of McKesson Canada, or L/C Borrowings outstanding, in the case of the Domestic Borrowers, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such unpaid amounts and L/C Borrowings, and second, to the Applicable Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Eurocurrency Rate Loan. During the existence of a an Event of Default, no Loans may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans (whether in US Dollars or any Alternative Currency) without the consent of the applicable Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto.
(d) The Administrative Agent shall promptly notify the Applicable applicable Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurodollar Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Domestic Borrowers applicable Borrower and the appropriate Lenders of any change in Bank of AmericaBNP Paribas’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Administrative Sub-Agent shall notify McKesson Canada TCCI and the Canadian Tranche B Lenders of any change in BA Canada’s prime lending rate used in determining the Canadian Prime Rate promptly following the public announcement of such changea change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Bank.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten fifteen (15) Interest Periods in effect at any time with respect to Committed Loans.
(f) The Dollar Equivalent amount of any Borrowing in Canadian Dollars will be determined by the Canadian Administrative Agent for such Borrowing on the Computation Date therefor in accordance with Section 2.16(a) and shall be conclusive absent manifest error.
Appears in 2 contracts
Samples: Credit Agreement (Toyota Motor Credit Corp), Credit Agreement (Toyota Motor Credit Corp)
Borrowings, Conversions and Continuations of Committed Loans. (a) With respect to Domestic Loans, each Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Term Rate Loans or continuation of Tranche C Loans shall be made upon the applicable Domestic Borrower’s irrevocable notice to the Administrative Agent (or Australian Sub-Agent, in the case of Tranche C), which may be given by telephone. Each such notice must be received by the Administrative Applicable Agent not later than 9:00 a.m.12:00 noon (Central time) in the case of Tranche A Loans, 11:00 a.m. (Central time) in the case of Tranche B Loans, and 11:00
a. m. (Central time) in the case of Tranche C Loans, (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Term Rate Loans denominated in US Dollars or of any conversion of Eurodollar Base Rate Loans to Base Term Rate Committed LoansLoans denominated in US Dollars, and (ii) on the requested date of any Borrowing of Base Rate Committed Loans. With respect to Canadian Loans, each Borrowing, each conversion of Canadian Loans from one Type to the other and each continuation of Eurodollar Rate Loans shall be made upon McKesson Canada’s irrevocable notice to the Canadian Administrative Agent, which may be given by telephone. Each such notice must be received by the Canadian Administrative Agent not later than 11:00 a.m. (Eastern time) (i) three four Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Term Rate Loans denominated in Alternative Currencies or XXXXX Loans, (iii) four Business Days prior to the requested date of any Borrowing or continuation of Tranche C Loans, (iv) on the requested date of any Borrowing of, or conversion of Eurodollar Term Rate Loans denominated in US Dollars to Canadian Prime Base Rate Committed Loans, and (iiv) one Business Day prior to on the requested date of any Borrowing of Canadian Prime Rate Loans. Each telephonic notice by a Borrower pursuant to this Section 2.02(a2.2(a) must be confirmed promptly by delivery to the Applicable Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable BorrowerAgent. Each BorrowingBorrowing of, conversion to or continuation of Domestic Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans, in a principal amount of $5,000,000 US$50,000,000 or a whole multiple of $US$1,000,000 in excess thereof and(or the Dollar Equivalent thereof); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or any other amount (or meeting any other criterion) as at any time ensures that it does not qualify as attracting funds from the “public” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y) for Tranche B Loans denominated in Canadian Dollars, in a principal amount of CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in an aggregate minimum a principal amount of Cdn.$5,000,000 A$5,000,000 or any whole multiple integral multiples of Cdn.$1,000,000 A$1,000,000 in excess thereof. Except as provided in Section 2.03(c) and 2.04(g), each Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Applicable applicable Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Term Rate Loans or Tranche C Loans, (ii) the identity of the Borrower and the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the Applicable Currency. If the Applicable Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Applicable Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans or Canadian Prime Rate Loans, as appropriate. Any such automatic conversion to Base Rate Loans or Canadian Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, they will be deemed to have specified an Interest Period of one month.
(b) Following receipt of a Committed Loan Notice for Domestic Loans, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of the applicable Domestic Loans, and if no timely notice of a conversion or continuation is provided by the applicable Domestic Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.02(a). Following receipt of a Committed Loan Notice for Canadian Loans, the Canadian Administrative Agent shall promptly notify each Canadian Lender of the amount of its Canadian Pro Rata Share of the applicable Canadian Loans, and if no timely notice of a conversion or continuation is provided by the Borrowers, the Canadian Administrative Agent shall notify each Canadian Lender of the details of any automatic conversion to Canadian Prime Rate Loans described in Section 2.02(a). In the case of a Borrowing, each Lender shall make the amount of its Domestic Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 11:00 a.m., and each Canadian Lender will make the amount of its Canadian Loan available to the Canadian Administrative Agent in Canadian Dollars at the Canadian Administrative Agent’s Office by 11:00 a.m. (Eastern time) on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Applicable Agent shall make all funds so received available to the Applicable Borrower in like funds as received by the Applicable Agent either by (i) crediting the account of the Applicable Borrower on the books of Bank of America or BA Canada with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Applicable Agent by the Applicable Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by a Borrower, there are unpaid amounts due in respect of Bankers’ Acceptances, in the case of McKesson Canada, or L/C Borrowings outstanding, in the case of the Domestic Borrowers, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such unpaid amounts and L/C Borrowings, and second, to the Applicable Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders.
(d) The Administrative Agent shall promptly notify the Applicable Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Domestic Borrowers and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Administrative Agent shall notify McKesson Canada and the Canadian Lenders of any change in BA Canada’s prime lending rate used in determining the Canadian Prime Rate promptly following the public announcement of such change.
(e) After giving effect to all Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten Interest Periods in effect at any time with respect to Committed Loans.
(f) The Dollar Equivalent amount of any Borrowing in Canadian Dollars will be determined by the Canadian Administrative Agent for such Borrowing on the Computation Date therefor in accordance with Section 2.16(a) and shall be conclusive absent manifest error.,
Appears in 2 contracts
Samples: 364 Day Credit Agreement, Credit Agreement
Borrowings, Conversions and Continuations of Committed Loans. (a) With respect The Domestic Borrower may request Committed Domestic Loans by notice to the Domestic LoansAdministrative Agent, each and the Canadian Borrower may request Committed Canadian Loans by notice to the Canadian Administrative Agent, all as provided below. Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Rate Committed Loans as the same Type shall be made upon the applicable Domestic Borrower’s irrevocable notice to the applicable Administrative Agent, which may be given by telephone. Each such notice from the Domestic Borrower must be received by the Domestic Administrative Agent not later than 9:00 10:00 a.m.
(i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Committed Loans or of any conversion of Eurodollar Rate Committed Loans to Base Rate Committed Loans, and (ii) on the requested date of any Borrowing of Base Rate Committed Loans. With respect to Canadian Loans, each Borrowing, each conversion of Canadian Loans from one Type to the other and each continuation of Eurodollar Rate Loans shall be made upon McKesson Canada’s irrevocable notice to the Canadian Administrative Agent, which may be given by telephone. Each such notice from the Canadian Borrower must be received by the Canadian Administrative Agent not later than 11:00 a.m. (Eastern time) (i) 1:00 p.m. three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Committed Loans or of any conversion of Eurodollar Rate Committed Loans to Canadian Prime Base Rate Committed Loans, and (ii) one Business Day prior to 11:30 a.m. on the requested date of any Borrowing of Canadian Prime Base Rate Committed Loans. Each such telephonic notice by a Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Applicable applicable Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Applicable applicable Borrower. Each BorrowingCommitted Borrowing of, conversion to or continuation of Domestic Eurodollar Rate Committed Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof and, thereof. Each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in the case of Canadian Loans, in an aggregate minimum a principal amount of Cdn.$5,000,000 $500,000 or any a whole multiple of Cdn.$1,000,000 $100,000 in excess thereof. Except as provided in Section 2.03(c) and 2.04(g), each Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Applicable applicable Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Rate Committed Loans, (ii) the identity of the Borrower and the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the Applicable Currencythereto. If the Applicable applicable Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Applicable such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans or Canadian Prime Rate Loans, as appropriate. Any such automatic conversion to Base Rate Loans or Canadian Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Committed Loans. If the Applicable applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Committed Loans in any such Committed Loan Notice, but fails to specify an Interest Period, they it will be deemed to have specified an Interest Period of one month.
(b) Following receipt of a Committed Loan Notice for Domestic LoansNotice, the applicable Administrative Agent shall promptly notify each applicable Lender of the amount of its Pro Rata Share of the applicable Domestic Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Domestic Borrower, the such Administrative Agent shall notify each such Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.02(a). Following receipt of a Committed Loan Notice for Canadian Loans, the Canadian Administrative Agent shall promptly notify each Canadian Lender of the amount of its Canadian Pro Rata Share of the applicable Canadian Loans, and if no timely notice of a conversion or continuation is provided by the Borrowers, the Canadian Administrative Agent shall notify each Canadian Lender of the details of any automatic conversion to Canadian Prime Rate Loans described in Section 2.02(a)preceding subsection. In the case of a Committed Borrowing, each applicable Lender shall make the amount of its Domestic Committed Loan available to the applicable Administrative Agent in immediately available funds at the applicable Administrative Agent’s Office not later than 11:00 a.m., a.m. in the case of Domestic Loans and each Canadian Lender will make Eurodollar Rate Committed Loans and 1:00 p.m. in the amount case of its Canadian Loan available to the Canadian Administrative Agent in Canadian Dollars at the Canadian Administrative Agent’s Office by 11:00 a.m. (Eastern time) Base Rate Committed Loans on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Applicable applicable Administrative Agent shall make all funds so received available to the Applicable applicable Borrower in like funds as received by the Applicable such Administrative Agent either by (i) crediting the account of the Applicable such Borrower on the books of Bank of America or BA Bank of America Canada (as applicable) with the amount of such funds or (ii) wire transfer of otherwise disbursing such funds, in each case funds in accordance with instructions provided to (and reasonably acceptable to) the Applicable Agent by the Applicable applicable Borrower’s written instructions; provided, however, that if, on the date the of a Committed Loan Notice with respect to such Borrowing is given by a Borrower, there are unpaid amounts due in respect of Bankers’ Acceptances, in the case of McKesson Canada, or L/C Borrowings by such Borrower outstanding, in the case of the Domestic Borrowers, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such unpaid amounts and L/C Borrowings, and second, to the Applicable such Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Rate Committed Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Committed Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Committed Loans without the consent of the Required Lenders.
(d) The applicable Administrative Agent shall promptly notify the Applicable applicable Borrower and the applicable Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Committed Loans upon determination of such interest rate. The determination of the Eurodollar Rate by the such Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the The applicable Administrative Agent shall notify the Domestic Borrowers applicable Borrower and the applicable Lenders of any change in the prime rate of Bank of America’s prime rate America or Bank of America Canada (as applicable) used in determining the Base Rate promptly following the public announcement of such change. At change if any time that Canadian Prime Base Rate Loans are then outstanding, the Canadian Administrative Agent shall notify McKesson Canada and the Canadian Lenders of any change in BA Canada’s prime lending rate used in determining the Canadian Prime Rate promptly following the public announcement of such change.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten eight (8) Interest Periods in effect at any time with respect to Committed Domestic Loans and not more than five (5) Interest Periods in effect with respect to Canadian Loans.
(f) The Dollar Equivalent amount of any Borrowing in Canadian Dollars will be determined by the Canadian Administrative Agent for such Borrowing on the Computation Date therefor in accordance with Section 2.16(a) and shall be conclusive absent manifest error.
Appears in 2 contracts
Samples: Credit Agreement (Corinthian Colleges Inc), Credit Agreement (Corinthian Colleges Inc)
Borrowings, Conversions and Continuations of Committed Loans. (a) With respect to Domestic Loans, each Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans or continuation of Tranche C Loans shall be made upon the applicable Domestic Borrower’s irrevocable notice to the Administrative Agent (or Canadian Sub-Agent, in the case of Tranche B, or Australian Sub-Agent, in the case of Tranche C), which may be given by telephone. Each such notice must be received by the Administrative Applicable Agent not later than 9:00 a.m.
12:00 noon (Central time) in the case of Tranche A Loans, 11:00 a.m. (Central time) in the case of Tranche B Loans, and 11:00 a.m. (Central time) in the case of Tranche C Loans, (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans denominated in US Dollars or of any conversion of Eurodollar Base Rate Loans to Base Eurocurrency Rate Committed LoansLoans denominated in US Dollars, and (ii) on four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing of Base Rate Committed Loans. With respect to Canadian Loans, each Borrowing, each conversion of Canadian Loans from one Type to the other and each or continuation of Eurodollar Eurocurrency Rate Loans shall be made upon McKesson Canada’s irrevocable notice to the Canadian Administrative Agentdenominated in Alternative Currencies, which may be given by telephone. Each such notice must be received by the Canadian Administrative Agent not later than 11:00 a.m. (Eastern timeiii) (i) three four Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Tranche C Loans, (iv) on the requested date of any Borrowing of, or conversion of Eurocurrency Rate Loans or of any conversion of Eurodollar to, Base Rate Loans to Canadian Prime Rate Committed Loans, and (iiv) one Business Day prior to on the requested date of any Borrowing of Canadian Prime Rate Loans. Each telephonic notice by a Borrower pursuant to this Section 2.02(a2.2(a) must be confirmed promptly by delivery to the Applicable Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable BorrowerAgent. Each BorrowingBorrowing of, conversion to or continuation of Domestic Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans, in a principal amount of $5,000,000 US$50,000,000 or a whole multiple of $US$1,000,000 in excess thereof and(or the Dollar Equivalent thereof); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or any other amount (or meeting any other criterion) as at any time ensures that it does not qualify as attracting funds from the “public” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y) for Tranche B Loans denominated in Canadian Dollars, in a principal amount of CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in an aggregate minimum a principal amount of Cdn.$5,000,000 A$5,000,000 or any whole multiple integral multiples of Cdn.$1,000,000 A$1,000,000 in excess thereof. Except as provided in Section 2.03(c) and 2.04(g), each Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Applicable applicable Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Eurocurrency Rate Loans or Tranche C Loans, (ii) the identity of the Borrower and the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the Applicable Currencycurrency of the Committed Loans to be borrowed. If any Borrower (other than TFA) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Applicable Committed Loans so requested shall be made in US Dollars. If any Borrower (other than TFA) fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Applicable such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, (x) in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Canadian Dollars, Base Rate Loans or in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian Prime Dollars, such Loans shall be continued as Eurocurrency Rate Loans, as appropriateLoans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans or Canadian Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the Applicable applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, they it will be deemed to have specified an Interest Period of one month. If TFA requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.
(b) Following receipt of a Committed Loan Notice for Domestic LoansNotice, the Administrative Agent shall promptly notify each appropriate Lender of the contents thereof and the amount (and currency) of its Pro Rata Share of the applicable Domestic Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Domestic Borrower, the Administrative Agent shall notify each appropriate Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other than US Dollars, in each case as described in Section 2.02(a). Following receipt of a Committed Loan Notice for Canadian Loans, the Canadian Administrative Agent shall promptly notify each Canadian Lender of the amount of its Canadian Pro Rata Share of the applicable Canadian Loans, and if no timely notice of a conversion or continuation is provided by the Borrowers, the Canadian Administrative Agent shall notify each Canadian Lender of the details of any automatic conversion to Canadian Prime Rate Loans described in Section 2.02(a)preceding subsection. In the case of a Committed Borrowing, each Tranche A Lender shall make the amount of its Domestic Committed Loan available to the Administrative Agent, each Tranche B Lender shall make the amount of its Committed Loan available to the Canadian Sub-Agent and each Tranche C Lender shall make the amount of its Committed Loan available to the Australian Sub-Agent, in immediately available funds Same Day Funds at the Administrative Agent’s Office for the applicable currency, the office of the Canadian Sub-Agent located in Montreal, Canada, or the Australian Sub-Agent’s Office, as the case may be, not later than 11:00 a.m., and each Canadian Lender will make the amount of its Canadian Loan available to the Canadian Administrative Agent in Canadian Dollars at the Canadian Administrative Agent’s Office by 11:00 a.m. (Eastern time) 1:00 p.m. on the Business Day specified, in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency or Australian Dollars, in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01)4.2, the Applicable Agent shall make all funds so received available to the Applicable applicable Borrower in like funds as received by the Applicable Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent either by (i) crediting the account of the Applicable such Borrower on the books of Bank of America or BA Canada BNP Paribas with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Applicable Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent by the Applicable such Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by a Borrower, there are unpaid amounts due in respect of Bankers’ Acceptances, in the case of McKesson Canada, or L/C Borrowings outstanding, in the case of the Domestic Borrowers, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such unpaid amounts and L/C Borrowings, and second, to the Applicable Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Eurocurrency Rate Loan. During the existence of a an Event of Default, no Loans may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans (whether in US Dollars or any Alternative Currency) without the consent of the applicable Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. Except as otherwise provided herein, a Tranche C Loan may be continued only on the last day of an Interest Period for such Tranche C Loan.
(d) The Administrative Agent shall promptly notify the Applicable applicable Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurodollar Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. The Australian Sub-Agent shall promptly notify TFA and the appropriate Lenders of the interest rate applicable to any Interest Period for Tranche C Loans upon determination of such interest rate. The determination of the Bank Bxxx Rate by the Australian Sub-Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Domestic Borrowers applicable Borrower and the appropriate Lenders of any change in Bank of AmericaBNP Paribas’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Administrative Sub-Agent shall notify McKesson Canada TCCI and the Canadian Tranche B Lenders of any change in BA Canada’s prime lending rate used in determining the Canadian Prime Rate promptly following the public announcement of such changea change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Bank.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten fifteen (15) Interest Periods in effect at any time with respect to Committed Loans.
(f) The Dollar Equivalent amount Each Lender at its option may make any Loans by causing any domestic or foreign branch or Affiliate of such Lender to make such Loans; provided that any Borrowing in Canadian Dollars will be determined by exercise of such option shall not affect the Canadian Administrative Agent for obligation of the applicable Borrower to repay such Borrowing on the Computation Date therefor Loans in accordance with the terms of this Agreement and provided further that any exercise of such option shall not increase the Borrower’s obligations under Section 2.16(a) and shall be conclusive absent manifest error3.1 or Section 3.4.
Appears in 2 contracts
Samples: Credit Agreement (Toyota Motor Credit Corp), Five Year Credit Agreement (Toyota Motor Credit Corp)
Borrowings, Conversions and Continuations of Committed Loans. (a) With respect Interest Rate Elections.
(i) Domestic Committed Loans made to the Domestic Borrowers shall be either Domestic Prime Rate Loans or Term SOFR Loans, each Borrowingas the Parent, on behalf of the Domestic Borrowers, may request subject to and in accordance with this Section 2.02. All Swing Line Loans made to the Domestic Borrowers shall be only made in Dollars and shall be only Domestic Prime Rate Loans.
(ii) Canadian Committed Loans made to the Canadian Borrower shall be either Canadian Prime Rate Loans or BA EquivalentTerm XXXXX Loans (if made in CD$), Term SOFR Loans or US Index Rate Loans (if in Dollars) or Term SOFR Loans, as the Canadian Borrower may request subject to and in accordance with this Section 2.02. All Swing Line Loans made to the Canadian Borrower shall be made only in CD$ or Dollars and shall be only Canadian Prime Rate Loans or US Index Rate Loans, as applicable.
(iii) Subject to the other provisions of this Section 2.02, Committed Borrowings of more than one Type may be incurred at the same time.
(b) Each Committed Borrowing or each conversion of a Committed Loans Loan from one Type to the otheranother, and each continuation of Eurodollar Rate Loans shall be made upon the applicable Domestic Borrower’s irrevocable notice of the Parent on behalf of the Domestic Borrowers or by the Canadian Borrower, as applicable, to the Administrative Agent or the Canadian Agent, as applicable, which may be given by telephone. Each such notice must be received by the Administrative Agent or the Canadian Agent not later than 9:00 a.m.
11:00 a.m. (i) three (3) Business Days prior to the requested date of any Committed Borrowing of, conversion to or continuation of Eurodollar Rate Term SOFR Loans or BA EquivalentTerm XXXXX Loans or of any conversion of Eurodollar Rate any such Loans to Base Rate Committed LoansLoans of a different Type, and (ii) on the requested date of any Borrowing of Base Rate Committed Loans. With respect to Canadian Loans, each Borrowing, each conversion of Canadian Loans from one Type to the other and each continuation of Eurodollar Rate Loans shall be made upon McKesson Canada’s irrevocable notice to the Canadian Administrative Agent, which may be given by telephone. Each such notice must be received by the Canadian Administrative Agent not later than 11:00 a.m. four (Eastern time4) (i) three Business Days prior to the requested date of any Committed Borrowing to be made in an Optional Currency of, conversion to to, or continuation of Eurodollar Rate Term SOFR Loans or BA EquivalentTerm XXXXX Loans in an Optional Currency or of any conversion of Eurodollar Rate any such Loans to Loans of a different Type, and (iii) on the requested date of any Committed Borrowing of any of Canadian Prime Rate Loans, and (ii) one Business Day prior to the requested date of any Borrowing of Canadian Domestic Prime Rate Loans or US Index Rate Loans. Each telephonic notice by a Borrower pursuant to this Section 2.02(a2.02(b) must be confirmed promptly by delivery to the Applicable Administrative Agent or the Canadian Agent, as applicable, of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Applicable Parent or the Canadian Borrower, as applicable. Each BorrowingCommitted Borrowing of, conversion to or continuation of Domestic Term SOFR Loans or BA EquivalentTerm XXXXX Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 in excess thereof and, in (or the case of Canadian Loans, in an aggregate minimum amount of Cdn.$5,000,000 or any whole multiple of Cdn.$1,000,000 in excess Equivalent Amount thereof). Except as provided in Section Sections 2.03(c) and 2.04(g2.04(c), each Committed Borrowing of or conversion to Canadian Prime Rate Loan, US Index Rate Loans, or Domestic Prime Rate Loans, as applicable, shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or the Equivalent Amount thereof). Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Applicable Borrower request is requesting for a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Rate Term SOFR Loans or BA EquivalentTerm XXXXX Loans, (ii) the identity of the Borrower and the requested date of the Committed Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) whether such Committed Loan is to be made in Dollars, Canadian Dollars or another Optional Currency, and (vi) if applicable, the duration of the Interest Period with respect thereto and thereto, provided that any request for Optional Currency shall comply with the provisions of Section 2.02(b) hereof. If (vix) the Applicable Currency. If the Applicable Borrower request fails to specify a Type of Committed Loan in a Committed Loan Notice or the currency in which such Committed Loan is to be made or if the Applicable Borrower Parent or the Canadian Borrower, as the case may be, fails to give a timely notice requesting of a conversion or continuationcontinuation of a Term SOFR Loan or a BA EquivalentTerm XXXXX Loan, then the applicable Committed Loans shall be made as, or converted to, Base Domestic Prime Rate Loans or US Index Rate Loans, as applicable, made in Dollars or Canadian Prime Rate LoansLoans made in CD$, as appropriateapplicable. Any such automatic conversion to Base Rate Loans or Canadian Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Term SOFR Loans or BA EquivalentTerm XXXXX Loans. If the Applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but (y) fails to specify an Interest PeriodPeriod for a Term SOFR Loan or a BA EquivalentTerm XXXXX Loan, they it will be deemed to have specified an Interest Period of one month. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Term SOFR Loan or a BA Equivalent Term XXXXX Loan.
(bc) Following receipt of a Committed Loan Notice for Domestic LoansNotice, the Administrative Agent Agents shall promptly notify each Revolving Domestic Lender or Canadian Lender, as the case may be, of the amount of its Pro Rata Share Applicable Percentage of the applicable Domestic Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Parent, on behalf of the Domestic Borrower or by the Canadian Borrower, the Administrative Agent Agents shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.02(a). Following receipt of a Committed Loan Notice for Canadian Loans, the Canadian Administrative Agent shall promptly notify each Canadian Lender of the amount of its Canadian Pro Rata Share of the applicable Canadian Loans, and if no timely notice of a conversion or continuation is provided by the Borrowers, the Canadian Administrative Agent shall notify each Canadian Lender of the details of any automatic conversion to Canadian Prime Rate Loans described in Section 2.02(a2.02(b). In the case of a Borrowing, Each Revolving Domestic Lender and each Canadian Lender shall make the amount of its Domestic applicable Committed Loan available to the Administrative Agent or the Canadian Agent, as the case may be, in immediately available funds at the Administrative applicable Agent’s Office not later than 11:00 a.m., and each Canadian Lender will make the amount of its Canadian Loan available to the Canadian Administrative Agent in Canadian Dollars at the Canadian Administrative Agent’s Office by 11:00 a.m. (Eastern time) 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Committed Borrowing is the initial Credit Extension, Section 4.01), the Applicable applicable Agent shall use reasonable efforts to make all funds so received available to the Applicable Borrower applicable Borrowers in like funds as received by no later than 4:00 p.m. on the day of receipt by the Applicable Agent applicable Agent, either by (i) crediting either the account of the Applicable Borrower Parent or the Canadian Borrower, as applicable, on the books of Bank of America or BA Bank of America-Canada Branch, as applicable, with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Applicable applicable Agent by the Applicable Parent or the Canadian Borrower; provided, however, that (A) if, on the date the a Committed Loan Notice with respect to such a Canadian Committed Borrowing is given by a Borrower, the Canadian Borrower there are unpaid amounts due in respect of Bankers’ Acceptances, in the case of McKesson Canada, or Canadian L/C Borrowings outstanding, in the case of the Domestic Borrowers, then the proceeds of such Borrowing shall be appliedCanadian Committed Borrowing, first, shall be applied to the payment in full of any such unpaid amounts and Canadian L/C Borrowings, and second, shall be made available to the Applicable Canadian Borrower as provided above; or (B) if, on the date a Committed Loan Notice with respect to a Domestic Committed Borrowing is given by the Parent on behalf of the Domestic Borrowers, there are Domestic L/C Borrowings outstanding, then the proceeds of such Domestic Committed Borrowing, first, shall be applied to the payment in full of any such Domestic L/C Borrowings, and second, shall be made available to the Domestic Borrowers as provided above.
(cd) Except as otherwise provided hereinIn the event that any Borrower fails to pay any interest, a Eurodollar Rate Loan may be continued fee, service charge, Credit Party Expenses, or converted only on other payment to which any Lender or any Agent is entitled from the last day of an Interest Period for such Eurodollar Rate Loan. During Borrower pursuant hereto when due, or at any time after the existence occurrence and during the continuance of a DefaultTrigger Event, no Loans may be requested asthe applicable Agent, converted to or continued as Eurodollar Rate Loans without the consent request of any Loan Party, may advance such interest, fee, service charge, Credit Party Expenses, or other payment to which any Lender or any Agent is entitled from the Required Lenders.
(d) The Administrative Agent shall promptly notify applicable Borrower pursuant hereto or any other Loan Document and may charge the Applicable Borrower and same to the Lenders of Loan Account with respect to the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rateDomestic Credit Extensions or Canadian Credit Extensions, as applicable, notwithstanding that a Domestic Overadvance or a Canadian Overadvance may result thereby. The determination Agents shall advise the Parent of the Eurodollar Rate any such advance or charge by the Administrative Agent promptly after the making thereof, and the Canadian Agent shall be conclusive in advise the absence Canadian Borrower of manifest errorany such advance or charge by the Canadian Agent promptly after the making thereof. At any time that Base Rate Loans are outstanding, Such action on the part of the Administrative Agent or the Canadian Agent shall notify not constitute a waiver of the Domestic Borrowers applicable Credit Party’s rights and the Lenders applicable Borrowers’ obligations under Section 2.05(c). Any amount which is added to the principal balance of any change the applicable Loan Account as provided in Bank of America’s prime rate used in determining the Base this Section 2.02(c) shall be deemed to be a Domestic Prime Rate promptly following the public announcement of such change. At any time that Loan, US Index Rate Loan or a Canadian Prime Rate Loans are outstandingLoan, the Canadian Administrative Agent shall notify McKesson Canada and the Canadian Lenders of any change in BA Canada’s prime lending rate used in determining the Canadian Prime Rate promptly following the public announcement of such changeas applicable.
(e) After giving effect to all Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten Interest Periods in effect at any time with respect to Committed Loans.
(f) The Dollar Equivalent amount of any Borrowing in Canadian Dollars will be determined by the Canadian Administrative Agent for such Borrowing on the Computation Date therefor in accordance with Section 2.16(a) and shall be conclusive absent manifest error.
Appears in 1 contract
Borrowings, Conversions and Continuations of Committed Loans. (a) With respect to Domestic Loans, each Each Committed Borrowing, each conversion of Committed Loans denominated in US Dollars or Canadian Dollars from one Type to the other, other and each continuation of Eurodollar Eurocurrency Rate Committed Loans for a new Interest Period shall be made upon the applicable Domestic BorrowerCompany’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 9:00 a.m.
(i) in the case of a borrowing or continuation of, or conversion of Base Rate Loans to, Eurodollar Loans, 10:00 a.m. two Business Days prior to the requested date of such borrowing, continuation or conversion; (ii) in the case of a borrowing of or conversion to Base Rate Loans, 11:00 a.m. on the requested date of such borrowing or conversion; (iii) in the case of a borrowing or continuation of, or conversion of Canadian Prime Rate Loans to, Eurocurrency Loans denominated in Canadian Dollars, 12:00 noon (Toronto time) three Business Days prior to the requested date of any Borrowing ofsuch borrowing, continuation or conversion; (iv) in the case of a borrowing of or conversion to Canadian Prime Rate Loans, 12:00 noon (Toronto time) on the date of such borrowing or conversion; and (v) in the case of a borrowing or continuation of Eurodollar Rate Eurocurrency Loans or of denominated in any conversion of Eurodollar Rate Loans to Base Rate Committed Loanscurrency other that US Dollars and Canadian Dollars, and (ii) on the requested date of any Borrowing of Base Rate Committed Loans. With respect to Canadian Loans, each Borrowing, each conversion of Canadian Loans from one Type to the other and each continuation of Eurodollar Rate Loans shall be made upon McKesson Canada’s irrevocable notice to the Canadian Administrative Agent, which may be given by telephone. Each such notice must be received by the Canadian Administrative Agent not later than 11:00 a.m. (Eastern time) (i) three Business Days prior to the requested date of any Borrowing of, conversion to such borrowing of or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Canadian Prime Rate Loans, and (ii) one Business Day prior to the requested date of any Borrowing of Canadian Prime Rate Loansconversion. Each such telephonic notice by a Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Applicable Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Applicable BorrowerCompany. Each Borrowingborrowing of, conversion to or continuation of Domestic Committed Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof and, in the case of Canadian Loans, in an aggregate minimum amount of Cdn.$5,000,000 or any whole multiple of Cdn.$1,000,000 in excess thereofRequired Borrowing Amount. Except as provided in Section 2.03(c) and 2.04(g), each Each Committed Loan Notice (whether telephonic or written) shall specify (iA) whether the Applicable Borrower Company is requesting a Committed Borrowing, a conversion of Committed Loans denominated in US Dollars or Canadian Dollars from one Type to the other, other or a continuation of Eurodollar Rate LoansCommitted Loans for a new Interest Period, (iiB) the identity of the Borrower and the requested date of the Borrowingborrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iiiC) the principal amount and currency of the Committed Loans to be borrowed, converted into or continued, (D) in the case of Committed Loans in US Dollars or Canadian Dollars, the Type of Committed Loans to be borrowed, converted or continued, continued and (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (vE) if applicable, the duration of the Interest Period with respect thereto and (vi) thereto. If, with respect to Committed Loans in US Dollars or Canadian Dollars, the Applicable Currency. If the Applicable Borrower Company fails to specify a the Type of Committed Loan in a Committed Loan Notice or if the Applicable Borrower Company fails to give a timely notice requesting a conversion or continuationcontinuation of a Borrowing of Committed Loans, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans (in the case of Loans denominated in US Dollars) or Canadian Prime Rate Loans, as appropriateLoans (in the case of Loans denominated in Canadian Dollars). Any such automatic conversion to Base Rate Loans or Canadian Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the Applicable Borrower Company requests a Borrowing borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, they it will be deemed to have specified an Interest Period of one month.
(b) Following receipt of a Committed Loan Notice for Domestic LoansNotice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of the applicable Domestic Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Domestic BorrowerCompany, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.02(a). Following receipt of a Committed Loan Notice for Canadian Loans, the Canadian Administrative Agent shall promptly notify each Canadian Lender of the amount of its Canadian Pro Rata Share of the applicable Canadian Loans, and if no timely notice of a conversion or continuation is provided by the Borrowers, the Canadian Administrative Agent shall notify each Canadian Lender of the details of any automatic conversion to Canadian Prime Rate Loans described in Section 2.02(a)the preceding subsection. In the case of a Committed Borrowing, each Lender shall make the amount of its Domestic Committed Loan available to the Administrative Agent in immediately available funds Same Day Funds in the applicable currency at the Administrative Agent’s Office not later than 11:00 a.m., and each Canadian Lender will make the amount of its Canadian Loan available to the Canadian Administrative Agent in Canadian Dollars at the Canadian Administrative Agent’s Office by 11:00 a.m. (Eastern time) 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 4.2 (and, if such Borrowing is the initial Credit Extension, Section 4.014.1), the Applicable Administrative Agent shall make all funds so received available to the Applicable Borrower Company in like funds as received by the Applicable Administrative Agent either by (i) crediting the account of the Applicable Borrower Company on the books of Bank of America or BA Canada the Administrative Agent with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Applicable Administrative Agent by the Applicable Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by a Borrower, there are unpaid amounts due in respect of Bankers’ Acceptances, in the case of McKesson Canada, or L/C Borrowings outstanding, in the case of the Domestic Borrowers, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such unpaid amounts and L/C Borrowings, and second, to the Applicable Borrower as provided aboveCompany.
(c) Except as otherwise provided herein, a Eurodollar Eurocurrency Rate Loan may be continued or converted only on the last day of an the Interest Period for such Eurodollar Eurocurrency Rate Loan. During the existence of a Default, no Committed Loans in US Dollars or Canadian Dollars may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Loans denominated in US Dollars and/or Canadian Dollars be converted immediately to Base Rate Loans or Canadian Prime Rate Loans, as applicable.
(d) The Administrative Agent shall promptly notify the Applicable Borrower Company and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency Rate Loans Committed Loan upon determination of such interest rate. The determination of the Eurodollar Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the The Administrative Agent shall notify the Domestic Borrowers Company and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate Rate, and the Canadian Administrative Agent shall notify the Company and the applicable Lenders of any change in the Canadian Administrative Agent’s reference rate used in determining the Canadian Prime Rate, in each case promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Administrative Agent shall notify McKesson Canada and the Canadian Lenders of any change in BA Canada’s prime lending rate used in determining the Canadian Prime Rate promptly following the public announcement of such change.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the otheranother, and all continuations of Committed Loans as the same TypeLoans, there shall not be more than ten 20 Interest Periods in effect at any time with respect to Committed Loans.
(f) The Dollar Equivalent amount of any Borrowing in Canadian Dollars will be determined by the Canadian Administrative Agent for such Borrowing on the Computation Date therefor in accordance with Section 2.16(a) and shall be conclusive absent manifest error.
Appears in 1 contract
Samples: Credit Agreement (Pentair Inc)
Borrowings, Conversions and Continuations of Committed Loans. 32 Lululemon Credit Agreement
(a) With respect to Domestic Loans, each Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans shall be made upon the applicable Domestic Borrower’s irrevocable notice of the applicable Borrower to the Administrative Agent (and, in the case of Committed Borrowing to be denominated in Canadian Dollars, to the Canadian Agent), which may be given by telephone(A) telephone or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such notice Committed Loan Notice must be received by the Administrative Agent not later than 9:00 a.m.1:00 p.m.
(i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurodollar Eurocurrency Rate Loans denominated in Dollars to Base Rate Committed Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency)prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, and (iiiii) on the requested date of any Borrowing of Base Rate Committed Loans or Canadian Prime Rate Committed Loans. With respect ; provided, however, that if the applicable Borrower wishes to Canadian Loans, each Borrowing, each conversion of Canadian Loans from one Type to the other and each continuation of Eurodollar request Eurocurrency Rate Loans shall be made upon McKesson Canada’s irrevocable notice to having an Interest Period other than one, two, three or six months in duration as provided in the Canadian Administrative Agent, which may be given by telephone. Each such definition of “Interest Period,” the applicable notice must be received by the Canadian Administrative Agent not later than 11:00 a.m. (Eastern time) 1:00 p.m.
(i) three four Business Days prior to the requested date of any Borrowing ofsuch Borrowing, conversion to or continuation of Eurodollar Eurocurrency Rate Loans denominated in Dollars, or of any conversion of Eurodollar Rate Loans to Canadian Prime Rate Loans, and (ii) one five Business Day Days (or six Business days in the case of a Special Notice Currency) prior to the requested date of any Borrowing of Canadian Prime Rate Loans. Each telephonic notice by a Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Applicable Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Applicable Borrower. Each such Borrowing, conversion or continuation of Domestic Eurocurrency Rate Loans denominated in Alternative Currencies, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 1:00 p.m., (i) three Business Days before the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Dollars, or (ii) four Business Days (or five Business days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, the Administrative Agent shall notify such Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Except as provided in Sections 2.03(c) and 2.04(c), each Committed Borrowing of or conversion to Committed Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 in excess thereof and, in the case of Canadian Loans, in an aggregate minimum amount of Cdn.$5,000,000 or any whole multiple of Cdn.$1,000,000 100,000 in excess thereof. Except as provided in Section 2.03(c) and 2.04(g), each Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Applicable Borrower giving such notice is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Eurocurrency Rate Loans, (ii) the identity of the Borrower and the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the Applicable Currencycurrency of the Committed Loans to be borrowed. If a Borrower fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Applicable Committed Loans so requested shall be made in Dollars. If a Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Applicable such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans or Canadian Prime Rate Loansdenominated in an Alternative Currency, as appropriate. Any such automatic conversion to Base Rate Loans or Canadian Prime Rate Loans shall be effective continued as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, they will be deemed to have specified their original currency with an Interest Period of one month.
(b) Following receipt of a Committed Loan Notice for Domestic Loans, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of the applicable Domestic Loans, and if no timely notice of a conversion or continuation is provided by the applicable Domestic Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.02(a). Following receipt of a Committed Loan Notice for Canadian Loans, the Canadian Administrative Agent shall promptly notify each Canadian Lender of the amount of its Canadian Pro Rata Share of the applicable Canadian Loans, and if no timely notice of a conversion or continuation is provided by the Borrowers, the Canadian Administrative Agent shall notify each Canadian Lender of the details of any automatic conversion to Canadian Prime Rate Loans described in Section 2.02(a). In the case of a Borrowing, each Lender shall make the amount of its Domestic Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 11:00 a.m., and each Canadian Lender will make the amount of its Canadian Loan available to the Canadian Administrative Agent in Canadian Dollars at the Canadian Administrative Agent’s Office by 11:00 a.m. (Eastern time) on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Applicable Agent shall make all funds so received available to the Applicable Borrower in like funds as received by the Applicable Agent either by (i) crediting the account of the Applicable Borrower on the books of Bank of America or BA Canada with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Applicable Agent by the Applicable Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by a Borrower, there are unpaid amounts due in respect of Bankers’ Acceptances, in the case of McKesson Canada, or L/C Borrowings outstanding, in the case of the Domestic Borrowers, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such unpaid amounts and L/C Borrowings, and second, to the Applicable Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders.
(d) The Administrative Agent shall promptly notify the Applicable Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Domestic Borrowers and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Administrative Agent shall notify McKesson Canada and the Canadian Lenders of any change in BA Canada’s prime lending rate used in determining the Canadian Prime Rate promptly following the public announcement of such change.
(e) After giving effect to all Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten Interest Periods in effect at any time with respect to Committed Loans.
(f) The Dollar Equivalent amount of any Borrowing in Canadian Dollars will be determined by the Canadian Administrative Agent for such Borrowing on the Computation Date therefor in accordance with Section 2.16(a) and shall be conclusive absent manifest error.Any
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Borrowings, Conversions and Continuations of Committed Loans. (a) With respect to Domestic Loans, each Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Rate Committed Loans shall be made upon the applicable Domestic Company’s or a Designated Borrower’s irrevocable notice to the Administrative Agent, which may may, in the case of a Committed Borrowing denominated in Dollars, be given by telephone. Each such notice must be received by the Administrative Agent not later than 9:00 a.m.
12:00 noon (i) three Business Days prior to Applicable Time, in the requested date case of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base an Offshore Rate Committed Loans, and (ii) on the requested date of any Borrowing of Base Rate Committed Loans. With respect to Canadian Loans, each Borrowing, each conversion of Canadian Loans from one Type to the other and each continuation of Eurodollar Rate Loans shall be made upon McKesson Canada’s irrevocable notice to the Canadian Administrative Agent, which may be given by telephone. Each such notice must be received by the Canadian Administrative Agent not later than 11:00 a.m. (Eastern timeLoan denominated in an Offshore Currency) (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Offshore Rate Committed Loans denominated in Dollars, Canadian Dollars, euro, British Pounds Sterling, Swiss Francs, Japanese Yen, Australian Dollars or New Zealand Dollars or of any conversion of Eurodollar Offshore Rate Committed Loans denominated in Dollars to Canadian Prime Base Rate Committed Loans, and (ii) one five Business Day Days prior to the requested date of any Borrowing of, conversion to or continuation of an Offshore Rate Committed Loan denominated in any other Committed Loan Offshore Currency and (iii) on the requested date of any Borrowing of Base Rate Committed Loans; provided, however, that if the Company wishes to request Offshore Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 12:00 noon (Applicable Time, in the case of an Offshore Rate Committed Loan denominated in an Offshore Currency) (i) three Business Days prior to the requested date of such Borrowing, conversion or continuation of Offshore Rate Committed Loans denominated in Dollars, (ii) four Business Days prior to the requested date of such Borrowing, conversion or continuation of Offshore Rate Loans denominated in Canadian Prime Dollars, euro, British Pounds Sterling, Swiss Francs, Japanese Yen, Australian Dollars or New Zealand Dollars or (iii) six Business Days prior to the requested date of such Borrowing, conversion or continuation of Offshore Rate LoansCommitted Loans denominated in any other Committed Loan Offshore Currency, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Each Not later than 1:00 p.m. (Applicable Time, in the case of an Offshore Rate Committed Loan denominated in an Offshore Currency), (i) three Business Days before the requested date of such Borrowing, conversion or continuation of Offshore Rate Loans denominated in Dollars, Canadian Dollars, euro, British Pounds Sterling, Swiss Francs, Japanese Yen, Australian Dollars and New Zealand Dollars or (ii) five Business Days prior to the requested date of such Borrowing, conversion or continuation of Offshore Rate Loans denominated in any other Committed Loan Offshore Currency, the Administrative Agent shall notify the Company or the applicable Designated Borrower, as the case may be, (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Any telephonic notice by a Borrower pursuant to this Section 2.02(a) permitted hereunder must be confirmed promptly by delivery to the Applicable Administrative Agent of a written Committed Loan Notice, Notice appropriately completed and signed by a Responsible Officer of the Applicable Company or a Designated Borrower, as the case may be; provided that the lack of such prompt confirmation shall not affect the conclusiveness or binding effect of such telephonic notice. Each BorrowingBorrowing of, conversion to or continuation of Domestic Offshore Rate Committed Loans in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof andthereof, and each Borrowing of, conversion to or continuation of Offshore Rate Committed Loans in the case of Canadian Loans, a Committed Loan Offshore Currency shall be in an aggregate a minimum principal amount of Cdn.$5,000,000 or any whole multiple the Dollar Equivalent Amount of Cdn.$1,000,000 in excess thereof$5,000,000. Except as provided in Section 2.03(cSections 2.04(c) and 2.04(g2.05(c), each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or writtenwritten in accordance with this Agreement) shall specify (i) whether the Applicable Company or the applicable Designated Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Offshore Rate Committed Loans, (ii) the identity of the Borrower and the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the Applicable Currencycurrency of the Committed Loans to be borrowed. If the Applicable Company or the applicable Designated Borrower fails to specify a currency in a Committed Loan Notice requesting (x) a Borrowing, then the Committed Loans so requested shall not be advanced, or (y) a continuation, then the Committed Loans shall be continued in the existing currency. If the Company fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Applicable Borrower Company fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, or continued as, (i) in the case of an Offshore Rate Loan denominated in an Offshore Currency, an Offshore Rate Loan having an Interest Period of one month or (ii) in the case of an Offshore Rate Loan denominated in Dollars, a Base Rate Loans or Canadian Prime Rate Loans, as appropriateLoan. Any such automatic conversion to Base continuation of an Offshore Rate Loans or Canadian Prime Rate Loans Committed Loan shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Offshore Rate Committed Loans. If the Applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, they will be deemed to have specified an Interest Period of one month.
(b) Following receipt of a Committed Loan Notice for Domestic Loans, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of the applicable Domestic Loans, and if no timely notice of a conversion or continuation is provided by the applicable Domestic BorrowerCompany, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base or continuation of Offshore Rate Committed Loans. If the Company requests a Borrowing of, conversion to, or continuation of Offshore Rate Committed Loans described in Section 2.02(a). Following receipt of any such Committed Loan Notice, whether requested in Dollars or in a Committed Loan Notice for Canadian LoansOffshore Currency, the Canadian Administrative Agent shall promptly notify each Canadian Lender but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of the amount of its Canadian Pro Rata Share of the applicable Canadian Loans, and if no timely notice of a conversion or continuation is provided by the Borrowers, the Canadian Administrative Agent shall notify each Canadian Lender of the details of any automatic conversion to Canadian Prime Rate Loans described in Section 2.02(a)one month. In the case of a Borrowing, each Lender shall make the amount of its Domestic Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 11:00 a.m., and each Canadian Lender will make the amount of its Canadian Loan available to the Canadian Administrative Agent in Canadian Dollars at the Canadian Administrative Agent’s Office by 11:00 a.m. (Eastern time) on the Business Day specified in the applicable No Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Applicable Agent shall make all funds so received available to the Applicable Borrower in like funds as received by the Applicable Agent either by (i) crediting the account of the Applicable Borrower on the books of Bank of America or BA Canada with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Applicable Agent by the Applicable Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by a Borrower, there are unpaid amounts due in respect of Bankers’ Acceptances, in the case of McKesson Canada, or L/C Borrowings outstanding, in the case of the Domestic Borrowers, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such unpaid amounts and L/C Borrowings, and second, to the Applicable Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of a Default, no Loans may be requested as, converted to into or continued as Eurodollar Rate Loans without a Committed Loan denominated in a different currency than as originally borrowed, but instead must be repaid in the consent of the Required Lenders.
(d) The Administrative Agent shall promptly notify the Applicable Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination original currency of such interest rateCommitted Loan and reborrowed in such different currency. The determination Only Committed Loans in Dollars are subject to conversion; Offshore Currency Committed Loans may only be continued or repaid. Part I of Schedule 1.01(C) summarizes the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Domestic Borrowers and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Administrative Agent shall notify McKesson Canada and the Canadian Lenders of any change in BA Canada’s prime lending rate used in determining the Canadian Prime Rate promptly following the public announcement of such change.
(e) After giving effect to all protocols for Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten Interest Periods in effect at any time with respect to Committed Loans.
(f) The Dollar Equivalent amount of any Borrowing in Canadian Dollars will be determined by the Canadian Administrative Agent for such Borrowing on the Computation Date therefor in accordance with Section 2.16(a) and shall be conclusive absent manifest error.
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Samples: Credit Agreement (Stryker Corp)
Borrowings, Conversions and Continuations of Committed Loans. (a) With respect to Domestic Loans, each Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Term Rate Loans or continuation of Tranche C Loans shall be made upon the applicable Domestic Borrower’s irrevocable notice to the Administrative Agent (or Australian Sub-Agent, in the case of Tranche C), which may be given by telephone. Each such notice must be received by the Administrative Applicable Agent not later than 9:00 a.m.
12:00 noon (Central time) in the case of Tranche A Loans, 11:00 a.m. (Central time) in the case of Tranche B Loans, and 11:00 a.m. (Central time) in the case of Tranche C Loans, (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Term Rate Loans denominated in US Dollars or of any conversion of Eurodollar Base Rate Loans to Base Term Rate Committed LoansLoans denominated in US Dollars, and (ii) on the requested date of any Borrowing of Base Rate Committed Loans. With respect to Canadian Loans, each Borrowing, each conversion of Canadian Loans from one Type to the other and each continuation of Eurodollar Rate Loans shall be made upon McKesson Canada’s irrevocable notice to the Canadian Administrative Agent, which may be given by telephone. Each such notice must be received by the Canadian Administrative Agent not later than 11:00 a.m. (Eastern time) (i) three four Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Term Rate Loans denominated in Alternative Currencies or SXXXX Loans, (iii) four Business Days prior to the requested date of any Borrowing or continuation of Tranche C Loans, (iv) on the requested date of any Borrowing of, or conversion of Eurodollar Term Rate Loans denominated in US Dollars to Canadian Prime Base Rate Committed Loans, and (iiv) one Business Day prior to on the requested date of any Borrowing of Canadian Prime Rate Loans. Each telephonic notice by a Borrower pursuant to this Section 2.02(a2.2(a) must be confirmed promptly by delivery to the Applicable Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable BorrowerAgent. Each BorrowingBorrowing of, conversion to or continuation of Domestic Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans, in a principal amount of $5,000,000 US$50,000,000 or a whole multiple of $US$1,000,000 in excess thereof and(or the Dollar Equivalent thereof); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or any other amount (or meeting any other criterion) as at any time ensures that it does not qualify as attracting funds from the “public” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y) for Tranche B Loans denominated in Canadian Dollars, in a principal amount of CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in an aggregate minimum a principal amount of Cdn.$5,000,000 A$5,000,000 or any whole multiple integral multiples of Cdn.$1,000,000 A$1,000,000 in excess thereof. Except as provided in Section 2.03(c) and 2.04(g), each Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Applicable applicable Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Term Rate Loans or Tranche C Loans, (ii) the identity of the Borrower and the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the Applicable Currencycurrency of the Committed Loans to be borrowed. If any Borrower (other than the Applicable Tranche C Borrower) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in US Dollars. If any Borrower (other than the Tranche C Borrower) fails to specify a Type of Committed Loan (other than for Loans denominated in Sterling) in a Committed Loan Notice or if the Applicable such Borrower fails to give a timely notice requesting a conversion or continuationcontinuation of a Term Rate Loan, then the applicable Committed Loans shall be made as, or converted to, Base Rate (w) in the case of Committed Loans or for Tranche B denominated in Canadian Dollars, Canadian Prime Rate Loans, as appropriate(x) in the case of Committed Loans for Tranche A denominated in Canadian Dollars, Term Rate Loans in Canadian Dollars with an Interest Period of one month, (y) in the case of Committed Loans denominated in US Dollars, Base Rate Loans, and (z) in the case of Committed Loans denominated in Euro, Term Rate Loans in Euro with an Interest Period of one month. Any such automatic conversion to Base Rate Loans or Canadian Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Term Rate Loans. If the Applicable applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Term Rate Loans denominated in Canadian Dollars or Euro in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If the Tranche C Borrower requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, they it will be deemed to have specified an Interest Period of one month. Other than as expressly provided in this Agreement, no Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.
(b) Following receipt of a Committed Loan Notice for Domestic LoansNotice, the Administrative Agent shall promptly notify each appropriate Lender of the contents thereof and the amount (and currency) of its Pro Rata Share of the applicable Domestic Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Domestic Borrower, the Administrative Agent shall notify each appropriate Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.02(a). Following receipt of a Committed Loan Notice for Canadian Loans, the Canadian Administrative Agent shall promptly notify each Canadian Lender of the amount of its Canadian Pro Rata Share of the applicable Canadian Loans, and if no timely notice of a or conversion or continuation is provided by the Borrowersof Committed Loans denominated in Canadian Dollars or Euro, the Canadian Administrative Agent shall notify in each Canadian Lender of the details of any automatic conversion to Canadian Prime Rate Loans case as described in Section 2.02(a)the preceding subsection. In the case of a Committed Borrowing, each Tranche A Lender shall make the amount of its Domestic Committed Loan available to the Administrative Agent, each Tranche B Lender shall make the amount of its Committed Loan available to the Administrative Agent and each Tranche C Lender shall make the amount of its Committed Loan available to the Australian Sub-Agent, in immediately available funds Same Day Funds at the Administrative Agent’s Office for the applicable currency or the Australian Sub-Agent’s Office, as the case may be, not later than 11:00 a.m., and each Canadian Lender will make the amount of its Canadian Loan available to the Canadian Administrative Agent in Canadian Dollars at the Canadian Administrative Agent’s Office by 11:00 a.m. (Eastern time) 1:00 p.m. on the Business Day specified, in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency or Australian Dollars, in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01)4.2, the Applicable Agent shall make all funds so received available to the Applicable applicable Borrower in like funds as received by the Applicable Administrative Agent or the Australian Sub-Agent either by (i) crediting the account of the Applicable such Borrower on the books of Bank of America or BA Canada BNP Paribas with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Applicable Administrative Agent or the Australian Sub-Agent by the Applicable such Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by a Borrower, there are unpaid amounts due in respect of Bankers’ Acceptances, in the case of McKesson Canada, or L/C Borrowings outstanding, in the case of the Domestic Borrowers, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such unpaid amounts and L/C Borrowings, and second, to the Applicable Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Term Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Term Rate Loan. During the existence of a Defaultan Event of Default under Section 7.1(a) or Section 7.1(f), no Loans may be requested as, converted to or continued as Eurodollar Term Rate Loans without the consent of the applicable Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Term Rate Loans denominated in Euro or Term Rate Loans denominated in Canadian Dollars be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. Except as otherwise provided herein, a Tranche C Loan may be continued only on the last day of an Interest Period for such Tranche C Loan.
(d) The Administrative Agent shall promptly notify the Applicable applicable Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Eurodollar Term Rate Loans upon determination of such interest rate. The determination of the Eurodollar Term Rate by the Administrative Agent shall be conclusive in the absence of manifest error. The Australian Sub-Agent shall promptly notify the Tranche C Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Tranche C Loans upon determination of such interest rate. The determination of the Bank Bxxx Rate by the Australian Sub-Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Domestic Borrowers applicable Borrower and the appropriate Lenders of any change in Bank of AmericaBNP Paribas’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Administrative Agent shall notify McKesson Canada TCCI and the Canadian Tranche B Lenders of any change in BA Canada’s prime lending rate used in determining the Canadian Prime Rate promptly following the public announcement of such changea change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Bank.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten fifteen (15) Interest Periods in effect at any time with respect to Committed Loans.
(f) The Dollar Equivalent amount Each Lender at its option may make any Loans by causing any domestic or foreign branch or Affiliate of such Lender to make such Loans; provided that any Borrowing in Canadian Dollars will be determined by exercise of such option shall not affect the Canadian Administrative Agent for obligation of the applicable Borrower to repay such Borrowing on the Computation Date therefor Loans in accordance with the terms of this Agreement and provided further that any exercise of such option shall not increase the Borrower’s obligations under Section 2.16(a3.1 or Section 3.4.
(g) In connection with the use or administration of Term SOFR, Daily Simple SXXXX or SXXXX, the Administrative Agent will have the right, with the consent of TMCC to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement. The Administrative Agent will promptly notify the Borrowers and shall be conclusive absent manifest errorthe Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR, Daily Simple SXXXX or SXXXX.
Appears in 1 contract
Borrowings, Conversions and Continuations of Committed Loans. (a) With respect to Domestic Loans, each Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Term SOFR Loans or Alternative Currency Term Rate Loans shall be made upon the applicable Domestic BorrowerCompany’s irrevocable notice to the Administrative Agent, which may be given by telephone(A) telephone or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such notice Committed Loan Notice must be received by the Administrative Agent not later than 9:00 a.m.
(i) noon, three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Alternative Currency Loans denominated in Canadian Dollars or Mexican Pesos or of any conversion of Eurodollar Alternative Currency Loans denominated in Canadian Dollars or Mexican Pesos to Base Rate Committed Loans, (ii) noon, four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing of, conversion to or continuation of Alternative Currency Loans denominated in Alternative Currencies other than Canadian Dollars or Mexican Pesos or of any conversion of such Loans to Base Rate Committed Loans, and (iiiii) on the requested date of any Borrowing of Base Rate Committed Loans. With respect to Canadian Loansnoon, each Borrowing, each conversion of Canadian Loans from one Type to the other and each continuation of Eurodollar Rate Loans shall be made upon McKesson Canada’s irrevocable notice to the Canadian Administrative Agent, which may be given by telephone. Each such notice must be received by the Canadian Administrative Agent not later than 11:00 a.m. (Eastern time) (i) three two Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Term SOFR Loans or of any conversion of Eurodollar Rate Term SOFR Loans to Canadian Prime Daily Simple SOFR Loans or Base Rate Committed Loans, (iv) 11:00 a.m. on the requested date of any other Borrowing of, or conversion to, Daily Simple SOFR Loans and (iiv) one Business Day prior to noon on the requested date of any Borrowing of Canadian Prime Base Rate Committed Loans. Each telephonic ; provided, however, that if the Company wishes to request Term SOFR Loan or Alternative Currency Term Rate Loans having an Interest Period other than one week or one, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice by a Borrower pursuant to this Section 2.02(a) must be confirmed promptly received by delivery the Administrative Agent not later than Noon (i) four Business Days prior to the Applicable Agent requested date of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Applicable Borrower. Each such Borrowing, conversion or continuation of Domestic Alternative Currency Loans denominated in Canadian Dollars or Mexican Pesos or Term SOFR Loans, or (ii) five Business Days (or six Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Alternative Currency Loans denominated in Alternative Currencies other than Canadian Dollars or Mexican Pesos, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than Noon, (i) three Business Days before the requested date of such Borrowing, conversion or continuation of Term SOFR Loans or Alternative Currency Loans denominated in Canadian Dollars or Mexican Pesos, or (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Alternative Currency Loans denominated in Alternative Currencies other than Canadian Dollars or Mexican Pesos, the Administrative Agent shall notify the Company (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders (it being understood that Lender consent is not needed for requested Interest Periods of one, three or six months in duration). Each Borrowing of, conversion to or continuation of Daily Simple SOFR Loans or Term SOFR Loans and Alternative Currency Loans shall be in a principal amount of $5,000,000 2,000,000 or a whole multiple of $1,000,000 in excess thereof and(or, in the case of Canadian Alternative Currency Loans, in an aggregate minimum amount of Cdn.$5,000,000 or any whole multiple of Cdn.$1,000,000 in excess the Dollar Equivalent thereof). Except as provided in Section Sections 2.03(c) and 2.04(g2.04(c), each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Applicable Borrower Company is requesting a Committed (USD/MC) Borrowing, a Committed (MXN) Borrowing, a conversion of Committed (USD/MC) Loans from one Type to the other, or a continuation of Eurodollar Rate Term SOFR Loans or Alternative Currency Loans, as applicable, (ii) the identity of the Borrower and the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed (USD/MC) Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and thereto, (vi) the Applicable Currencycurrency of the Committed Loans to be borrowed, and (vii) if applicable, the Designated Borrower. If the Applicable Borrower Company fails to specify a currency in a Committed Loan Notice requesting (i) a Borrowing other than a Committed (MXN) Borrowing, then the Committed Loans so requested shall be made in Dollars and (ii) a Committed (MXN) Borrowing, then the Committed Loans so requested shall be made in Mexican Pesos. If the Company fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Applicable Borrower Company fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Alternative Currency Rate Loans or Canadian Prime in their original currency (or, if a new Committed Loan, Dollars) with, in the case of Alternative Currency Term Rate Loans and Term SOFR Loans, as appropriate. Any such automatic conversion to Base Rate Loans or Canadian Prime Rate Loans shall be effective as of the last day of the an Interest Period then in effect with respect to the applicable Eurodollar Rate Loansof one month. If the Applicable Borrower Company requests a Borrowing of, conversion to, or continuation of Eurodollar Term SOFR Loans or Alternative Currency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, they it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency. Notwithstanding anything herein to the contrary, (i) the Company shall not be entitled to request, on behalf of any Designated Mexican Borrower, any Loan other than a Committed (MXN) Loan and (ii) the Company shall not be entitled to request, on behalf of any Borrower other than a Designated Mexican Borrower, a Committed (MXN) Loan.
(b) Following receipt of a Committed Loan Notice for Domestic LoansNotice, the Administrative Agent shall promptly notify each Lender of the amount (and currency) of its Pro Rata Share Applicable Percentage of the applicable Domestic Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Domestic BorrowerCompany, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other than Dollars, in each case as described in Section 2.02(a). Following receipt of a Committed Loan Notice for Canadian Loans, the Canadian Administrative Agent shall promptly notify each Canadian Lender of the amount of its Canadian Pro Rata Share of the applicable Canadian Loans, and if no timely notice of a conversion or continuation is provided by the Borrowers, the Canadian Administrative Agent shall notify each Canadian Lender of the details of any automatic conversion to Canadian Prime Rate Loans described in Section 2.02(a)preceding subsection. In the case of a Committed Borrowing, each Lender shall make the amount of its Domestic Committed Loan available to the Administrative Agent in immediately available funds Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 11:00 a.m.1:00 p.m., in the case of any Committed Loan denominated in Dollars, and each Canadian Lender will make not later than the amount of its Canadian Loan available to Applicable Time specified by the Canadian Administrative Agent in Canadian Dollars at the Canadian Administrative Agent’s Office by 11:00 a.m. (Eastern time) case of any Committed Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is (i) the initial Credit Extension, Section 4.014.01 and (ii) a Borrowing of Committed (MXN) Loans, Section 4.03), the Applicable Administrative Agent shall make all funds so received available to the Applicable Company or the other applicable Borrower in like funds as received by the Applicable Administrative Agent either by (i) crediting the account of the Applicable such Borrower on the books of Bank of America or BA Canada with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Applicable Administrative Agent by the Applicable BorrowerCompany; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing denominated in Dollars is given by a Borrowerthe Company, there are unpaid amounts due in respect of Bankers’ Acceptances, in the case of McKesson Canada, or L/C Borrowings outstanding, in the case of the Domestic Borrowers, then the proceeds of such Borrowing shall be appliedBorrowing, first, shall be applied to the payment in full of any such unpaid amounts and L/C Borrowings, and and, second, shall be made available to the Applicable applicable Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar any Alternative Currency Term Rate Loan or Term SOFR Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the existence Administrative Agent, at the request of a Defaultthe Required Lenders, so notifies the Company, then, so long as an Event of Default is continuing, (i) no Loans outstanding Borrowing denominated in Dollars may be requested as, converted to or continued as Eurodollar a Daily Simple SOFR Loan or a Term SOFR Loan, (ii) no new Borrowings may be made in the form of Alternative Currency Loans or Term SOFR Loans, (iii) unless repaid, each Term SOFR Loan shall be converted to a Base Rate Loan at the end of the Interest Period applicable thereto, and (iv) unless repaid, each Alternative Currency Term Rate Loan shall automatically be continued as an Alternative Currency Term Rate Loans without the consent with an Interest Period of the Required Lendersone month.
(d) The Administrative Agent shall promptly notify the Applicable Borrower Company and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Term SOFR Loans and Alternative Currency Term Rate Loans upon determination of such interest rate. The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Domestic Borrowers and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Administrative Agent shall notify McKesson Canada and the Canadian Lenders of any change in BA Canada’s prime lending rate used in determining the Canadian Prime Rate promptly following the public announcement of such change.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten twelve Interest Periods in effect at any time with respect to Committed Loans.
(f) The Dollar Equivalent amount With respect to SOFR, Daily Simple SOFR, Term SOFR or XXXXX, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any Borrowing in Canadian Dollars will be determined by other party to this Agreement or any other Loan Document; provided that, with respect to any such amendment effected, the Canadian Administrative Agent for shall post each such Borrowing on amendment implementing such Conforming Changes to the Computation Date therefor in accordance with Section 2.16(a) Borrower and shall be conclusive absent manifest errorthe Lenders reasonably promptly after such amendment becomes effective.
Appears in 1 contract
Samples: Credit Agreement (Watsco Inc)
Borrowings, Conversions and Continuations of Committed Loans. (a) With respect to Domestic Loans, each Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans or continuation of Tranche C Loans shall be made upon the applicable Domestic Borrower’s irrevocable notice to the Administrative Agent (or Canadian Sub-Agent, in the case of Tranche B, or Australian Sub-Agent, in the case of Tranche C), which may be given by telephone. Each such notice must be received by the Administrative Applicable Agent not later than 9:00 a.m.
12:00 noon (Central time) in the case of Tranche A Loans, 11:00 a.m. (Central time) in the case of Tranche B Loans, and 11:00 a.m. (Central time) in the case of Tranche C Loans, (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans denominated in US Dollars or of any conversion of Eurodollar Base Rate Loans to Base Eurocurrency Rate Committed LoansLoans denominated in US Dollars, and (ii) on four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing of Base Rate Committed Loans. With respect to Canadian Loans, each Borrowing, each conversion of Canadian Loans from one Type to the other and each or continuation of Eurodollar Eurocurrency Rate Loans shall be made upon McKesson Canada’s irrevocable notice to the Canadian Administrative Agentdenominated in Alternative Currencies, which may be given by telephone. Each such notice must be received by the Canadian Administrative Agent not later than 11:00 a.m. (Eastern timeiii) (i) three four Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Tranche C Loans, (iv) on the requested date of any Borrowing of, or conversion of Eurocurrency Rate Loans or of any conversion of Eurodollar to, Base Rate Loans to Canadian Prime Rate Committed Loans, and (iiv) one Business Day prior to on the requested date of any Borrowing of Canadian Prime Rate Loans. Each telephonic notice by a Borrower pursuant to this Section 2.02(a2.2(a) must be confirmed promptly by delivery to the Applicable Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable BorrowerAgent. Each BorrowingBorrowing of, conversion to or continuation of Domestic Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans, in a principal amount of $5,000,000 US$50,000,000 or a whole multiple of $US$1,000,000 in excess thereof and(or the Dollar Equivalent thereof); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or any other amount (or meeting any other criterion) as at any time ensures that it does not qualify as attracting funds from the “public” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y) for Tranche B Loans denominated in Canadian Dollars, in a principal amount of CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in an aggregate minimum a principal amount of Cdn.$5,000,000 A$5,000,000 or any whole multiple integral multiples of Cdn.$1,000,000 A$1,000,000 in excess thereof. Except as provided in Section 2.03(c) and 2.04(g), each Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Applicable applicable Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Eurocurrency Rate Loans or Tranche C Loans, (ii) the identity of the Borrower and the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the Applicable Currencycurrency of the Committed Loans to be borrowed. If any Borrower (other than TFA) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Applicable Committed Loans so requested shall be made in US Dollars. If any Borrower (other than TFA) fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Applicable such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, (x) in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Canadian Dollars, Base Rate Loans or in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian Prime Dollars, such Loans shall be continued as Eurocurrency Rate Loans, as appropriateLoans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans or Canadian Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the Applicable applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, they it will be deemed to have specified an Interest Period of one month. If TFA requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency. Notwithstanding the foregoing, if after giving effect to the making of any Tranche A Loans, Tranche B Loans or Tranche C Loans, the Unused Tranche A Commitment would be less than or equal to the Dollar Equivalent of EUR 300,000,000 (as determined by the Administrative Agent), then, only to the extent TKG has not borrowed EUR 300,000,000 as of the date such Loan is to be made, such Loans shall not be made without the consent of TKG (which consent may be waived only by TKG).
(b) Following receipt of a Committed Loan Notice for Domestic LoansNotice, the Administrative Agent shall promptly notify each appropriate Lender of the contents thereof and the amount (and currency) of its Pro Rata Share of the applicable Domestic Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Domestic Borrower, the Administrative Agent shall notify each appropriate Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other than US Dollars, in each case as described in Section 2.02(a). Following receipt of a Committed Loan Notice for Canadian Loans, the Canadian Administrative Agent shall promptly notify each Canadian Lender of the amount of its Canadian Pro Rata Share of the applicable Canadian Loans, and if no timely notice of a conversion or continuation is provided by the Borrowers, the Canadian Administrative Agent shall notify each Canadian Lender of the details of any automatic conversion to Canadian Prime Rate Loans described in Section 2.02(a)preceding subsection. In the case of a Committed Borrowing, each Tranche A Lender shall make the amount of its Domestic Committed Loan available to the Administrative Agent, each Tranche B Lender shall make the amount of its Committed Loan available to the Canadian Sub-Agent and each Tranche C Lender shall make the amount of its Committed Loan available to the Australian Sub-Agent, in immediately available funds Same Day Funds at the Administrative Agent’s Office for the applicable currency, the office of the Canadian Sub-Agent located in Montreal, Canada, or the Australian Sub-Agent’s Office, as the case may be, not later than 11:00 a.m., and each Canadian Lender will make the amount of its Canadian Loan available to the Canadian Administrative Agent in Canadian Dollars at the Canadian Administrative Agent’s Office by 11:00 a.m. (Eastern time) 1:00 p.m. on the Business Day specified, in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency or Australian Dollars, in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01)4.2, the Applicable Agent shall make all funds so received available to the Applicable applicable Borrower in like funds as received by the Applicable Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent either by (i) crediting the account of the Applicable such Borrower on the books of Bank of America or BA Canada BNP Paribas with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Applicable Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent by the Applicable such Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by a Borrower, there are unpaid amounts due in respect of Bankers’ Acceptances, in the case of McKesson Canada, or L/C Borrowings outstanding, in the case of the Domestic Borrowers, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such unpaid amounts and L/C Borrowings, and second, to the Applicable Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Eurocurrency Rate Loan. During the existence of a an Event of Default, no Loans may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans (whether in US Dollars or any Alternative Currency) without the consent of the applicable Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. Except as otherwise provided herein, a Tranche C Loan may be continued only on the last day of an Interest Period for such Tranche C Loan.
(d) The Administrative Agent shall promptly notify the Applicable applicable Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurodollar Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. The Australian Sub-Agent shall promptly notify TFA and the appropriate Lenders of the interest rate applicable to any Interest Period for Tranche C Loans upon determination of such interest rate. The determination of the Bank Bxxx Rate by the Australian Sub-Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Domestic Borrowers applicable Borrower and the appropriate Lenders of any change in Bank of AmericaBNP Paribas’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Administrative Sub-Agent shall notify McKesson Canada TCCI and the Canadian Tranche B Lenders of any change in BA Canada’s prime lending rate used in determining the Canadian Prime Rate promptly following the public announcement of such changea change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Bank.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten fifteen (15) Interest Periods in effect at any time with respect to Committed Loans.
(f) The Dollar Equivalent amount Each Lender at its option may make any Loans by causing any domestic or foreign branch or Affiliate of such Lender to make such Loans; provided that any Borrowing in Canadian Dollars will be determined by exercise of such option shall not affect the Canadian Administrative Agent for obligation of the applicable Borrower to repay such Borrowing on the Computation Date therefor Loans in accordance with the terms of this Agreement and provided further that any exercise of such option shall not increase the Borrower’s obligations under Section 2.16(a) and shall be conclusive absent manifest error3.1 or Section 3.4.
Appears in 1 contract
Samples: 364 Day Credit Agreement (Toyota Motor Credit Corp)
Borrowings, Conversions and Continuations of Committed Loans. (a) With respect to Domestic Loans, each Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans or continuation of Tranche C Loans shall be made upon the applicable Domestic Borrower’s irrevocable notice to the Administrative Agent (or Australian Sub-Agent, in the case of Tranche C), which may be given by telephone. Each such notice must be received by the Administrative Applicable Agent not later than 9:00 a.m.
12:00 noon (Central time) in the case of Tranche A Loans, 11:00 a.m. (Central time) in the case of Tranche B Loans, and 11:00 a.m. (Central time) in the case of Tranche C Loans, (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans denominated in US Dollars or of any conversion of Eurodollar Base Rate Loans to Base Eurocurrency Rate Committed LoansLoans denominated in US Dollars, and (ii) on four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing of Base Rate Committed Loans. With respect to Canadian Loans, each Borrowing, each conversion of Canadian Loans from one Type to the other and each or continuation of Eurodollar Eurocurrency Rate Loans shall be made upon McKesson Canada’s irrevocable notice to the Canadian Administrative Agentdenominated in Alternative Currencies, which may be given by telephone. Each such notice must be received by the Canadian Administrative Agent not later than 11:00 a.m. (Eastern timeiii) (i) three four Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Tranche C Loans, (iv) on the requested date of any Borrowing of, or conversion of Eurocurrency Rate Loans or of any conversion of Eurodollar to, Base Rate Loans to Canadian Prime Rate Committed Loans, and (iiv) one Business Day prior to on the requested date of any Borrowing of Canadian Prime Rate Loans. Each telephonic notice by a Borrower pursuant to this Section 2.02(a2.2(a) must be confirmed promptly by delivery to the Applicable Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable BorrowerAgent. Each BorrowingBorrowing of, conversion to or continuation of Domestic Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans, in a principal amount of $5,000,000 US$50,000,000 or a whole multiple of $US$1,000,000 in excess thereof and(or the Dollar Equivalent thereof); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or any other amount (or meeting any other criterion) as at any time ensures that it does not qualify as attracting funds from the “public” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y) for Tranche B Loans denominated in Canadian Dollars, in a principal amount of CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in an aggregate minimum a principal amount of Cdn.$5,000,000 A$5,000,000 or any whole multiple integral multiples of Cdn.$1,000,000 A$1,000,000 in excess thereof. Except as provided in Section 2.03(c) and 2.04(g), each Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Applicable applicable Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Eurocurrency Rate Loans or Tranche C Loans, (ii) the identity of the Borrower and the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the Applicable Currencycurrency of the Committed Loans to be borrowed. If any Borrower (other than the Applicable Tranche C Borrower) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in US Dollars. If any Borrower (other than the Tranche C Borrower) fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Applicable such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, (x) in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Canadian Dollars, Base Rate Loans or in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian Prime Dollars, such Loans shall be continued as Eurocurrency Rate Loans, as appropriateLoans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans or Canadian Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the Applicable applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, they it will be deemed to have specified an Interest Period of one month. If the Tranche C Borrower requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency. Notwithstanding the foregoing, if after giving effect to the making of any Tranche A Loans, Tranche B Loans or Tranche C Loans, the Unused Tranche A Commitment would be less than or equal to the Dollar Equivalent of EUR 300,000,000 (as determined by the Administrative Agent), then, only to the extent TKG has not borrowed EUR 300,000,000 as of the date such Loan is to be made, such Loans shall not be made without the consent of TKG (which consent may be waived only by TKG).
(b) Following receipt of a Committed Loan Notice for Domestic LoansNotice, the Administrative Agent shall promptly notify each appropriate Lender of the contents thereof and the amount (and currency) of its Pro Rata Share of the applicable Domestic Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Domestic Borrower, the Administrative Agent shall notify each appropriate Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other than US Dollars, in each case as described in Section 2.02(a). Following receipt of a Committed Loan Notice for Canadian Loans, the Canadian Administrative Agent shall promptly notify each Canadian Lender of the amount of its Canadian Pro Rata Share of the applicable Canadian Loans, and if no timely notice of a conversion or continuation is provided by the Borrowers, the Canadian Administrative Agent shall notify each Canadian Lender of the details of any automatic conversion to Canadian Prime Rate Loans described in Section 2.02(a)preceding subsection. In the case of a Committed Borrowing, each Tranche A Lender shall make the amount of its Domestic Committed Loan available to the Administrative Agent, each Tranche B Lender shall make the amount of its Committed Loan available to the Administrative Agent and each Tranche C Lender shall make the amount of its Committed Loan available to the Australian Sub-Agent, in immediately available funds Same Day Funds at the Administrative Agent’s Office for the applicable currency or the Australian Sub-Agent’s Office, as the case may be, not later than 11:00 a.m., and each Canadian Lender will make the amount of its Canadian Loan available to the Canadian Administrative Agent in Canadian Dollars at the Canadian Administrative Agent’s Office by 11:00 a.m. (Eastern time) 1:00 p.m. on the Business Day specified, in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency or Australian Dollars, in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01)4.2, the Applicable Agent shall make all funds so received available to the Applicable applicable Borrower in like funds as received by the Applicable Administrative Agent or the Australian Sub-Agent either by (i) crediting the account of the Applicable such Borrower on the books of Bank of America or BA Canada BNP Paribas with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Applicable Administrative Agent or the Australian Sub-Agent by the Applicable such Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by a Borrower, there are unpaid amounts due in respect of Bankers’ Acceptances, in the case of McKesson Canada, or L/C Borrowings outstanding, in the case of the Domestic Borrowers, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such unpaid amounts and L/C Borrowings, and second, to the Applicable Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Eurocurrency Rate Loan. During the existence of a an Event of Default, no Loans may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans (whether in US Dollars or any Alternative Currency) without the consent of the applicable Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. Except as otherwise provided herein, a Tranche C Loan may be continued only on the last day of an Interest Period for such Tranche C Loan.
(d) The Administrative Agent shall promptly notify the Applicable applicable Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurodollar Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. The Australian Sub-Agent shall promptly notify the Tranche C Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Tranche C Loans upon determination of such interest rate. The determination of the Bank Xxxx Rate by the Australian Sub-Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Domestic Borrowers applicable Borrower and the appropriate Lenders of any change in Bank of AmericaBNP Paribas’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Administrative Agent shall notify McKesson Canada TCCI and the Canadian Tranche B Lenders of any change in BA Canada’s prime lending rate used in determining the Canadian Prime Rate promptly following the public announcement of such changea change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Bank.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten fifteen (15) Interest Periods in effect at any time with respect to Committed Loans.
(f) The Dollar Equivalent amount Each Lender at its option may make any Loans by causing any domestic or foreign branch or Affiliate of such Lender to make such Loans; provided that any Borrowing in Canadian Dollars will be determined by exercise of such option shall not affect the Canadian Administrative Agent for obligation of the applicable Borrower to repay such Borrowing on the Computation Date therefor Loans in accordance with the terms of this Agreement and provided further that any exercise of such option shall not increase the Borrower’s obligations under Section 2.16(a) and shall be conclusive absent manifest error3.1 or Section 3.4.
Appears in 1 contract
Samples: 364 Day Credit Agreement (Toyota Motor Credit Corp)
Borrowings, Conversions and Continuations of Committed Loans. (a) With respect to Domestic Loans, each Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Term Rate Loans or continuation of Tranche C Loans shall be made upon the applicable Domestic Borrower’s irrevocable notice to the Administrative Agent (or Australian Sub-Agent, in the case of Tranche C), which may be given by telephone. Each such notice must be received by the Administrative Applicable Agent not later than 9:00 a.m.
12:00 noon (Central time) in the case of Tranche A Loans, 11:00 a.m. (Central time) in the case of Tranche B Loans, and 11:00 a.m. (Central time) in the case of Tranche C Loans, (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Term Rate Loans denominated in US Dollars or of any conversion of Eurodollar Base Rate Loans to Base Term Rate Committed LoansLoans denominated in US Dollars, and (ii) on the requested date of any Borrowing of Base Rate Committed Loans. With respect to Canadian Loans, each Borrowing, each conversion of Canadian Loans from one Type to the other and each continuation of Eurodollar Rate Loans shall be made upon McKesson Canada’s irrevocable notice to the Canadian Administrative Agent, which may be given by telephone. Each such notice must be received by the Canadian Administrative Agent not later than 11:00 a.m. (Eastern time) (i) three four Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Term Rate Loans denominated in Alternative Currencies or SXXXX Xxxxx, (iii) four Business Days prior to the requested date of any Borrowing or continuation of Tranche C Loans, (iv) on the requested date of any Borrowing of, or conversion of Eurodollar Term Rate Loans denominated in US Dollars to Canadian Prime Base Rate Committed Loans, and (iiv) one Business Day prior to on the requested date of any Borrowing of Canadian Prime Rate Loans. Each telephonic notice by a Borrower pursuant to this Section 2.02(a2.2(a) must be confirmed promptly by delivery to the Applicable Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable BorrowerAgent. Each BorrowingBorrowing of, conversion to or continuation of Domestic Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans, in a principal amount of $5,000,000 US$50,000,000 or a whole multiple of $US$1,000,000 in excess thereof and(or the Dollar Equivalent thereof); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or any other amount (or meeting any other criterion) as at any time ensures that it does not qualify as attracting funds from the “public” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y) for Tranche B Loans denominated in Canadian Dollars, in a principal amount of CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in an aggregate minimum a principal amount of Cdn.$5,000,000 A$5,000,000 or any whole multiple integral multiples of Cdn.$1,000,000 A$1,000,000 in excess thereof. Except as provided in Section 2.03(c) and 2.04(g), each Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Applicable applicable Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Term Rate Loans or Tranche C Loans, (ii) the identity of the Borrower and the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the Applicable Currencycurrency of the Committed Loans to be borrowed. If any Borrower (other than the Applicable Tranche C Borrower) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in US Dollars. If any Borrower (other than the Tranche C Borrower) fails to specify a Type of Committed Loan (other than for Loans denominated in Sterling) in a Committed Loan Notice or if the Applicable such Borrower fails to give a timely notice requesting a conversion or continuationcontinuation of a Term Rate Loan, then the applicable Committed Loans shall be made as, or converted to, Base Rate (w) in the case of Committed Loans or for Tranche B denominated in Canadian Dollars, Canadian Prime Rate Loans, as appropriate(x) in the case of Committed Loans for Tranche A denominated in Canadian Dollars, Term Rate Loans in Canadian Dollars with an Interest Period of one month, (y) in the case of Committed Loans denominated in US Dollars, Base Rate Loans, and (z) in the case of Committed Loans denominated in Euro, Term Rate Loans in Euro with an Interest Period of one month. Any such automatic conversion to Base Rate Loans or Canadian Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Term Rate Loans. If the Applicable applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Term Rate Loans denominated in US Dollars, Canadian Dollars or Euro in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If the Tranche C Borrower requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, they it will be deemed to have specified an Interest Period of one month. Other than as expressly provided in this Agreement, no Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency. Notwithstanding the foregoing, if after giving effect to the making of any Tranche A Loans, Tranche B Loans or Tranche C Loans, the Unused Tranche A Commitment would be less than or equal to the Dollar Equivalent of EUR 300,000,000 (as determined by the Administrative Agent), then, only to the extent TKG has not borrowed EUR 300,000,000 as of the date such Loan is to be made, such Loans shall not be made without the consent of TKG (which consent may be waived only by TKG).
(b) Following receipt of a Committed Loan Notice for Domestic LoansNotice, the Administrative Agent shall promptly notify each appropriate Lender of the contents thereof and the amount (and currency) of its Pro Rata Share of the applicable Domestic Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Domestic Borrower, the Administrative Agent shall notify each appropriate Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.02(a). Following receipt of a Committed Loan Notice for Canadian Loans, the Canadian Administrative Agent shall promptly notify each Canadian Lender of the amount of its Canadian Pro Rata Share of the applicable Canadian Loans, and if no timely notice of a or conversion or continuation is provided by the Borrowersof Committed Loans denominated in US Dollars, the Canadian Administrative Agent shall notify Dollars or Euro, in each Canadian Lender of the details of any automatic conversion to Canadian Prime Rate Loans case as described in Section 2.02(a)the preceding subsection. In the case of a Committed Borrowing, each Tranche A Lender shall make the amount of its Domestic Committed Loan available to the Administrative Agent, each Tranche B Lender shall make the amount of its Committed Loan available to the Administrative Agent and each Tranche C Lender shall make the amount of its Committed Loan available to the Australian Sub-Agent, in immediately available funds Same Day Funds at the Administrative Agent’s Office for the applicable currency or the Australian Sub-Agent’s Office, as the case may be, not later than 11:00 a.m., and each Canadian Lender will make the amount of its Canadian Loan available to the Canadian Administrative Agent in Canadian Dollars at the Canadian Administrative Agent’s Office by 11:00 a.m. (Eastern time) 1:00 p.m. on the Business Day specified, in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency or Australian Dollars, in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01)4.2, the Applicable Agent shall make all funds so received available to the Applicable applicable Borrower in like funds as received by the Applicable Administrative Agent or the Australian Sub-Agent either by (i) crediting the account of the Applicable such Borrower on the books of Bank of America or BA Canada BNP Paribas with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Applicable Administrative Agent or the Australian Sub-Agent by the Applicable such Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by a Borrower, there are unpaid amounts due in respect of Bankers’ Acceptances, in the case of McKesson Canada, or L/C Borrowings outstanding, in the case of the Domestic Borrowers, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such unpaid amounts and L/C Borrowings, and second, to the Applicable Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Term Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Term Rate Loan. During the existence of a Defaultan Event of Default under Section 7.1(a) or Section 7.1(f), no Loans may be requested as, converted to or continued as Eurodollar Term Rate Loans without the consent of the applicable Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Term Rate Loans denominated in Euro or Term Rate Loans denominated in Canadian Dollars be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. Except as otherwise provided herein, a Tranche C Loan may be continued only on the last day of an Interest Period for such Tranche C Loan.
(d) The Administrative Agent shall promptly notify the Applicable applicable Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Eurodollar Term Rate Loans upon determination of such interest rate. The determination of the Eurodollar Term Rate by the Administrative Agent shall be conclusive in the absence of manifest error. The Australian Sub-Agent shall promptly notify the Tranche C Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Tranche C Loans upon determination of such interest rate. The determination of the Bank Bill Rate by the Australian Sub-Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Domestic Borrowers applicable Borrower and the appropriate Lenders of any change in Bank of AmericaBNP Paribas’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Administrative Agent shall notify McKesson Canada TCCI and the Canadian Tranche B Lenders of any change in BA Canada’s prime lending rate used in determining the Canadian Prime Rate promptly following the public announcement of such changea change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Bank.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten fifteen (15) Interest Periods in effect at any time with respect to Committed Loans.
(f) The Dollar Equivalent amount Each Lender at its option may make any Loans by causing any domestic or foreign branch or Affiliate of such Lender to make such Loans; provided that any Borrowing in Canadian Dollars will be determined by exercise of such option shall not affect the Canadian Administrative Agent for obligation of the applicable Borrower to repay such Borrowing on the Computation Date therefor Loans in accordance with the terms of this Agreement and provided further that any exercise of such option shall not increase the Borrower’s obligations under Section 2.16(a3.1 or Section 3.4.
(g) In connection with the use or administration of Term SOFR, Daily Simple SXXXX or SXXXX, the Administrative Agent will have the right, with the consent of TMCC to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement. The Administrative Agent will promptly notify the Borrowers and shall be conclusive absent manifest errorthe Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR, Daily Simple SXXXX or SXXXX.
Appears in 1 contract
Samples: 364 Day Credit Agreement (Toyota Motor Credit Corp)
Borrowings, Conversions and Continuations of Committed Loans. (a) With respect to Domestic Loans, each Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans shall be made upon the applicable Domestic Borrower’s irrevocable notice of the applicable Borrower to the Administrative Agent (and, in the case of Committed Borrowing to be denominated in Canadian Dollars, to the Canadian Agent), which may be given by telephone(A) telephone or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such notice Committed Loan Notice must be received by the Administrative Agent not later than 9:00 a.m.1:00 p.m.
(i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurodollar Eurocurrency Rate Loans denominated in Dollars to Base Rate Committed Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency)prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, and (iiiii) on the requested date of any Borrowing of Base Rate Committed Loans or Canadian Prime Rate Committed Loans. With respect ; provided, however, that if the applicable Borrower wishes to Canadian Loans, each Borrowing, each conversion of Canadian Loans from one Type to the other and each continuation of Eurodollar request Eurocurrency Rate Loans shall be made upon McKesson Canada’s irrevocable notice to having an Interest Period other than one, two, three or six months in duration as provided in the Canadian Administrative Agent, which may be given by telephone. Each such definition of “Interest Period,” the applicable notice must be received by the Canadian Administrative Agent not later than 11:00 a.m. (Eastern time) 1:00 p.m.
(i) three four Business Days prior to the requested date of any Borrowing ofsuch Borrowing, conversion to or continuation of Eurodollar Eurocurrency Rate Loans denominated in Dollars, or of any conversion of Eurodollar Rate Loans to Canadian Prime Rate Loans, and (ii) one five Business Day Days (or six Business days in the case of a Special Notice Currency) prior to the requested date of any Borrowing of Canadian Prime Rate Loans. Each telephonic notice by a Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Applicable Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Applicable Borrower. Each such Borrowing, conversion or continuation of Domestic Eurocurrency Rate Loans denominated in Alternative Currencies, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 1:00 p.m., (i) three Business Days before the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Dollars, or (ii) four Business Days (or five Business days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, the Administrative Agent shall notify such Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Except as provided in Sections 2.03(c) and 2.04(c), each Committed Borrowing of or conversion to Committed Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 in excess thereof and, in the case of Canadian Loans, in an aggregate minimum amount of Cdn.$5,000,000 or any whole multiple of Cdn.$1,000,000 100,000 in excess thereof. Except as provided in Section 2.03(c) and 2.04(g), each Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Applicable Borrower giving such notice is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Eurocurrency Rate Loans, (ii) the identity of the Borrower and the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the Applicable Currencycurrency of the Committed Loans to be borrowed. If the Applicable a Borrower fails to specify a Type of Committed Loan currency in a Committed Loan Notice or if the Applicable Borrower fails to give a timely notice requesting a conversion or continuationBorrowing, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans or Canadian Prime Rate Loans, as appropriate. Any such automatic conversion to Base Rate Loans or Canadian Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, they will be deemed to have specified an Interest Period of one month.
(b) Following receipt of a Committed Loan Notice for Domestic Loans, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of the applicable Domestic Loans, and if no timely notice of a conversion or continuation is provided by the applicable Domestic Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.02(a). Following receipt of a Committed Loan Notice for Canadian Loans, the Canadian Administrative Agent shall promptly notify each Canadian Lender of the amount of its Canadian Pro Rata Share of the applicable Canadian Loans, and if no timely notice of a conversion or continuation is provided by the Borrowers, the Canadian Administrative Agent shall notify each Canadian Lender of the details of any automatic conversion to Canadian Prime Rate Loans described in Section 2.02(a). In the case of a Borrowing, each Lender shall make the amount of its Domestic Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 11:00 a.m., and each Canadian Lender will make the amount of its Canadian Loan available to the Canadian Administrative Agent in Canadian Dollars at the Canadian Administrative Agent’s Office by 11:00 a.m. (Eastern time) on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Applicable Agent shall make all funds so received available to the Applicable Borrower in like funds as received by the Applicable Agent either by (i) crediting the account of the Applicable Borrower on the books of Bank of America or BA Canada with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Applicable Agent by the Applicable Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by a Borrower, there are unpaid amounts due in respect of Bankers’ Acceptances, in the case of McKesson Canada, or L/C Borrowings outstanding, in the case of the Domestic Borrowers, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such unpaid amounts and L/C Borrowings, and second, to the Applicable Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders.
(d) The Administrative Agent shall promptly notify the Applicable Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Domestic Borrowers and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Administrative Agent shall notify McKesson Canada and the Canadian Lenders of any change in BA Canada’s prime lending rate used in determining the Canadian Prime Rate promptly following the public announcement of such change.
(e) After giving effect to all Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten Interest Periods in effect at any time with respect to Committed Loans.
(f) The Dollar Equivalent amount of any Borrowing in Canadian Dollars will be determined by the Canadian Administrative Agent for such Borrowing on the Computation Date therefor in accordance with Section 2.16(a) and shall be conclusive absent manifest error.Committed
Appears in 1 contract
Borrowings, Conversions and Continuations of Committed Loans. (a) With respect to Domestic Loans, each Each Committed Borrowing, each conversion of Committed Loans from one Type to the otheranother, and each continuation of Eurodollar Term Rate Loans shall be made upon the applicable Domestic Borrower’s irrevocable notice of the applicable Borrower to the Administrative Agent (and, in the case of Committed Borrowing to be denominated in Canadian Dollars, to the Canadian Agent), which may be given by telephone(A) telephone or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such notice Committed Loan Notice must be received by the Administrative Agent not later than 9:00 a.m.1:00 p.m.
(i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Term Rate Loans denominated in Dollars or of any conversion of Eurodollar Term Rate Loans denominated in Dollars to Base Rate Committed Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Term Rate Loans denominated in Alternative Currencies, and (iiiii) on the requested date of any Borrowing of Base Rate Committed Loans or Canadian Prime Rate Committed Loans. With respect ; provided, however, that if the applicable Borrower wishes to Canadian Loans, each Borrowing, each conversion of Canadian Loans from one Type to the other and each continuation of Eurodollar request Term Rate Loans shall be made upon McKesson Canada’s irrevocable notice to having an Interest Period other than one, two, three or six months in duration as provided in the Canadian Administrative Agent, which may be given by telephone. Each such definition of “Interest Period,” the applicable notice must be received by the Canadian Administrative Agent not later than 11:00 a.m. (Eastern time) 1:00 p.m.
(i) three four Business Days prior to the requested date of any Borrowing ofsuch Borrowing, conversion to or continuation of Eurodollar Term Rate Loans denominated in Dollars, or of any conversion of Eurodollar Rate Loans to Canadian Prime Rate Loans, and (ii) one five Business Day Days (or six Business days in the case of a Special Notice Currency) prior to the requested date of any Borrowing of Canadian Prime Rate Loans. Each telephonic notice by a Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Applicable Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Applicable Borrower. Each such Borrowing, conversion or continuation of Domestic Term Rate Loans denominated in Alternative Currencies, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is AMERICAS/2022747386.20 acceptable to all of them. Not later than 1:00 p.m., (i) three Business Days before the requested date of such Borrowing, conversion or continuation of Term Rate Loans denominated in Dollars, or (ii) four Business Days (or five Business days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Term Rate Loans denominated in Alternative Currencies, the Administrative Agent shall notify such Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Except as provided in Sections 2.03(c) and 2.04(c), each Committed Borrowing of or conversion to Committed Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 in excess thereof and, in the case of Canadian Loans, in an aggregate minimum amount of Cdn.$5,000,000 or any whole multiple of Cdn.$1,000,000 100,000 in excess thereof. Except as provided in Section 2.03(c) and 2.04(g), each Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Applicable Borrower giving such notice is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the otheranother, or a continuation of Eurodollar Term Rate Loans, (ii) the identity of the Borrower and the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the Applicable Currencycurrency of the Committed Loans to be borrowed. If a Borrower fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Applicable Committed Loans so requested shall be made in Dollars. If a Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Applicable such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans or Canadian Prime denominated in an Alternative Currency, such Loans shall be continued as Term Rate Loans, as appropriateLoans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans or Canadian Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Term Rate Loans. If the Applicable a Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Term Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, they it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.
(b) Following receipt of a Committed Loan Notice for Domestic LoansNotice, the Administrative Agent shall promptly notify each Lender of the amount (and currency) of its Pro Rata Share Applicable Percentage of the applicable Domestic Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Domestic BorrowerCompany, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other than Dollars, in each case as described in Section 2.02(a). Following receipt of a Committed Loan Notice for Canadian Loans, the Canadian Administrative Agent shall promptly notify each Canadian Lender of the amount of its Canadian Pro Rata Share of the applicable Canadian Loans, and if no timely notice of a conversion or continuation is provided by the Borrowers, the Canadian Administrative Agent shall notify each Canadian Lender of the details of any automatic conversion to Canadian Prime Rate Loans described in Section 2.02(a)preceding subsection. In the case of a Committed Borrowing, each Lender shall make the amount of its Domestic Committed Loan available to the Administrative Agent in immediately available funds Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 11:00 a.m.3:00 p.m., in the case of any Committed Loan denominated in Dollars, and each Canadian Lender will make not later than the amount of its Canadian Loan available to Applicable Time specified by the Canadian Administrative Agent in Canadian Dollars at the Canadian Administrative Agent’s Office by 11:00 a.m. (Eastern time) case of any Committed Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Applicable Administrative Agent shall make all funds so received available to the Applicable Company or the other applicable Borrower in like funds as received by the Applicable Administrative Agent either by (i) crediting the account of the Applicable such Borrower on the books of Bank of America or BA Canada with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Applicable Administrative Agent by the Applicable BorrowerCompany; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing denominated in Dollars is given by a Borrower, there are unpaid amounts due in respect of Bankers’ Acceptances, in the case of McKesson Canada, or L/C Borrowings outstanding, in the case of the Domestic Borrowersoutstanding to such Borrower, then the proceeds of such Borrowing shall be appliedBorrowing, first, shall be applied to the payment in full of any such unpaid amounts and L/C Borrowings, and and, second, shall be made available to the Applicable applicable Borrower as provided above.. AMERICAS/2022747386.20
(c) Except as otherwise provided herein, a Eurodollar Term Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Term Rate Loan. During the existence continuance of a an Event of Default, no Loans may be requested as, converted to to, or continued as Eurodollar as, Term Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Term Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto.
(d) The Administrative Agent shall promptly notify the Applicable Borrower Company and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Term Rate Loans upon determination of such interest rate. The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Domestic Borrowers and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Administrative Agent shall notify McKesson Canada and the Canadian Lenders of any change in BA Canada’s prime lending rate used in determining the Canadian Prime Rate promptly following the public announcement of such change.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the otheranother, and all continuations of Committed Loans as the same Type, there shall not be more than ten Interest Periods in effect at any time with respect to Committed Loans.
(f) The Dollar Equivalent amount Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Company, the Administrative Agent, and such Lender.
(g) With respect to SOFR or Term SOFR, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any Borrowing in Canadian Dollars will be determined by other party to this Agreement or any other Loan Document; provided that, with respect to any such amendment effected, the Canadian Administrative Agent for shall deliver each such Borrowing on amendment implementing such Conforming Changes to the Computation Date therefor in accordance with Section 2.16(a) Company and shall be conclusive absent manifest errorthe Lenders reasonably promptly after such amendment becomes effective.
Appears in 1 contract
Borrowings, Conversions and Continuations of Committed Loans. (a) With respect Domestic Committed Loans (other than Swing Line Loans) shall be either Base Rate Loans or LIBOR Rate Loans as the Company may request subject to and in accordance with this Section 2.02. All Swing Line Loans shall be only Base Rate Loans. All Domestic LoansCommitted Loans shall be made in Dollars.
(b) Canadian Committed Loans made to the Canadian Borrower shall be either Canadian Prime Rate Loans or BA Equivalent Loans (if made in CD$) or LIBOR Rate Loans or U.S. Index Rate Loans (if in Dollars) as the Canadian Borrower may request subject to and in accordance with this Section 2.02. All Canadian Committed Loans shall be made in either Dollars or Canadian Dollars.
(c) German Committed Loans made to the German Borrower and UK Committed Loans made to the UK Borrower shall be made in the Optional Currencies (other than Canadian Dollars) and shall be either LIBOR Rate Loans or European Base Rate Loans as the German Borrower or the UK Borrower, each as applicable, may request subject to and in accordance with this Section 2.02.
(d) Subject to the other provisions of this Section 2.02, Committed Borrowings of more than one Type may be incurred at the same time. Each Committed Borrowing, each conversion Conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar LIBOR Rate Loans or BA Equivalent Loans shall be made upon the applicable Domestic Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 9:00 a.m.1:00 p.m.
(i) three Business Days prior to the requested date of any Borrowing of, conversion Conversion to or continuation of Eurodollar LIBOR Rate Loans or BA Equivalent Loans or of any conversion Conversion of Eurodollar Rate Loans to Base Rate Committed Loans, and (ii) on the requested date of any Borrowing of Base Rate Committed Loans. With respect to Canadian Loans, each Borrowing, each conversion of Canadian Loans from one Type to the other and each continuation of Eurodollar Rate Loans shall be made upon McKesson Canada’s irrevocable notice to the Canadian Administrative Agent, which may be given by telephone. Each such notice must be received by the Canadian Administrative Agent not later than 11:00 a.m. (Eastern time) (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar LIBOR Rate Loans or of any conversion of Eurodollar Rate BA Equivalent Loans to Canadian Prime Rate Loans, and (ii) one Business Day prior to the requested date of any Borrowing of Canadian Prime Rate Loans; provided, however, that if the UK Borrower or the German Borrower wishes to request any Committed Borrowing to be made or continued in an Optional Currency or of any conversion of any such Loans in an Optional Currency to Loans of a different Type, the applicable notice must be received four (4) Business Days prior to the requested date of such Borrowing, and if the Company wishes to request LIBOR Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Agent not later than 1:00 p.m. four Business Days prior to the requested date of such Borrowing, Conversion or continuation, whereupon the Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 1:00 p.m., three Business Days before the requested date of such Borrowing, Conversion or continuation, the Agent shall notify the Company (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each telephonic notice by a Borrower the Company pursuant to this Section 2.02(a2.02(d) must be confirmed promptly by delivery to the Applicable Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Applicable BorrowerCompany. Each BorrowingBorrowing of, conversion Conversion to or continuation of Domestic LIBOR Rate Loans or BA Equivalent Loans shall be in a principal amount of $5,000,000 or CD$5,000,000, as applicable, or a whole multiple of $1,000,000 in excess thereof andor CD$1,000,000, in the case of Canadian Loansas applicable, in an aggregate minimum amount of Cdn.$5,000,000 or any whole multiple of Cdn.$1,000,000 in excess thereof. Except as provided in Section Sections 2.03(c) and 2.04(g2.04(c), each Borrowing of or Conversion to Prime Rate Loans shall be in sum minimum amounts as the Agent may require. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Applicable Borrower Company is requesting a Committed Borrowing, a conversion Conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar LIBOR Rate Loans or BA Equivalent Loans, (ii) the identity of the Borrower and the requested date of the Borrowing, conversion Conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted Converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be convertedConverted, (v) whether such Committed Loan is to be made in Dollars or, with respect to the Canadian Borrower, the UK Borrower and the German Borrower only, an Optional Currency, (vi) if applicable, the duration of the Interest Period with respect thereto thereto, and (vivii) the Applicable CurrencyBorrower for whom the Committed Loan is requested. If the Applicable Borrower Company fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Applicable Borrower Company fails to give a timely notice requesting a conversion Conversion or continuation, then the applicable Committed Loans shall be made as, or converted Converted to, Base Rate Loans or Canadian Prime Rate Loans, as appropriate. Any such automatic conversion Conversion to Base Rate Loans or Canadian Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar LIBOR Rate Loans or BA Equivalent Loans. If the Applicable Borrower Company requests a Borrowing of, conversion Conversion to, or continuation of Eurodollar LIBOR Rate Loans or BA Equivalent Loans in any such Committed Loan Notice, but fails to specify an Interest Period, they it will be deemed to have specified an Interest Period of one month. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be Converted to a LIBOR Rate Loan.
(be) Following receipt of a Committed Loan Notice for Domestic LoansNotice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share Applicable Percentage of the applicable Domestic Committed Loans, and if no timely notice of a conversion Conversion or continuation is provided by the applicable Domestic BorrowerCompany, the Administrative Agent shall notify each Lender of the details of any automatic conversion Conversion to Base Rate Loans described in Section 2.02(a). Following receipt of a Committed Loan Notice for Canadian Loans, the Canadian Administrative Agent shall promptly notify each Canadian Lender of the amount of its Canadian Pro Rata Share of the applicable Canadian Loans, and if no timely notice of a conversion or continuation is provided by the Borrowers, the Canadian Administrative Agent shall notify each Canadian Lender of the details of any automatic conversion to Canadian Prime Rate Loans described in Section 2.02(a2.02(d). In the case of a Committed Borrowing, each Lender shall make the amount of its Domestic Committed Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 11:00 a.m., and each Canadian Lender will make the amount of its Canadian Loan available to the Canadian Administrative Agent in Canadian Dollars at the Canadian Administrative Agent’s Office by 11:00 a.m. (Eastern time) 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), ) the Applicable Agent shall make all funds so received available to the Applicable applicable Borrower in like funds as received by the Applicable Agent either by (i) crediting the account of the Applicable applicable Borrower on the books of Bank of America or BA Canada with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Applicable Agent by the Applicable applicable Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by a the applicable Borrower, there are unpaid amounts due in respect of Bankers’ Acceptances, in the case of McKesson Canada, or L/C Borrowings outstanding, in the case of the Domestic Borrowersoutstanding with respect to such Borrower, then the proceeds of such Borrowing shall be appliedBorrowing, first, shall be applied to the payment in full of any such unpaid amounts and L/C Borrowings, and second, shall be made available to the Applicable applicable Borrower as provided above.
(cf) To the extent not paid by the Borrowers when due (after taking into consideration any grace period), the Agent, without the request of the Borrowers, may advance any interest, fee, service charge (including direct wire fees), expenses, or other payment to which any Credit Party is entitled from the Loan Parties pursuant hereto or any other Loan Document and may charge the same to the Loan Account notwithstanding that an Overadvance may result thereby; provided, that the Agent may not charge amounts owing in respect of Other Liabilities to the Loan Account to the extent an Overadvance may result thereby. The Agent shall advise the Company of any such advance or charge promptly after the making thereof. Such action on the part of the Agent shall not constitute a waiver of the Agent’s rights and the Borrowers’ obligations under Section 2.05(c). Any amount which is added to the principal balance of the Loan Account as provided in this Section 2.02(f) shall bear interest at the interest rate then and thereafter applicable to Prime Rate Loans.
(g) Except as otherwise provided herein, a Eurodollar LIBOR Rate Loan or BA Equivalent Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar LIBOR Rate Loan or BA Equivalent Loan. During the existence of a any Event of Default, no Loans may be requested as, converted to or continued as Eurodollar LIBOR Rate Loans or BA Equivalent Loans (whether in Dollars or any Optional Currency) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding LIBOR Rate Loans denominated in an Optional Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto.
(dh) The Administrative Agent shall promptly notify the Applicable applicable Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar LIBOR Rate Loans and BA Equivalent Loans upon determination of such interest rate. The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Prime Rate Loans are outstanding, the Administrative Agent shall notify the Domestic Borrowers applicable Borrower and the Lenders of any change in Bank of America’s prime rate the U.S. Index Rate, the Base Rate or the Canadian Prime Rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Administrative Agent shall notify McKesson Canada and the Canadian Lenders of any change in BA Canada’s prime lending rate used in determining the Canadian Prime Rate promptly following the public announcement of such change.
(ei) After giving effect to all Committed Borrowings, all conversions Conversions of Committed Loans from one Type to another in accordance with the otherterms hereof, and all continuations of Committed Loans as the same Type, there shall not be more than ten (i) three (3) Interest Periods in effect at any time with respect to Committed Loans having an Interest Period of two weeks, or (ii) ten (10) Interest Periods in effect unless otherwise agreed to between the Agent and the Borrowers with respect to all Committed Loans.
(fj) The Dollar Equivalent Agent, the Lenders, the Swing Line Lender and the L/C Issuer shall have no obligation to make any Loan or to provide any Letter of Credit if an Overadvance would result. The Agent may, in its discretion, make Permitted Overadvances to the Domestic Borrower without the consent of any of the Borrowers, the Lenders, the Swing Line Lender and the L/C Issuer and the Borrowers and each Lender and L/C Issuer shall be bound thereby. Any Permitted Overadvance may constitute a Swing Line Loan. A Permitted Overadvance is for the account of the Domestic Borrower and shall constitute a Base Rate Loan and an Obligation and shall be repaid by the Domestic Borrower in accordance with the provisions of Section 2.05(c). The making of any such Permitted Overadvance on any one occasion shall not obligate the Agent or any Lender to make or permit any Permitted Overadvance on any other occasion or to permit such Permitted Overadvances to remain outstanding. The making by the Agent of a Permitted Overadvance shall not modify or abrogate any of the provisions of Section 2.03 regarding the Domestic Lenders’ obligations to purchase participations with respect to Letter of Credits issued for the Domestic Borrower or of Section 2.04 regarding the Domestic Lenders’ obligations to purchase participations with respect to Swing Line Loans. The Agent shall have no liability for, and no Loan Party or Credit Party shall have the right to, or shall, bring any claim of any kind whatsoever against the Agent with respect to Unintentional Overadvances regardless of the amount of any Borrowing in Canadian Dollars will be determined by the Canadian Administrative Agent for such Borrowing on the Computation Date therefor in accordance with Section 2.16(a) and shall be conclusive absent manifest errorOveradvances.
Appears in 1 contract
Samples: Credit Agreement (YCC Holdings LLC)
Borrowings, Conversions and Continuations of Committed Loans. (a) With respect to Domestic Loans, each Each Committed Borrowing, each conversion of any Committed Loans Borrowing denominated in US Dollars from one Type to the other, and each continuation of Eurodollar any Eurocurrency Rate Loans shall Committed Borrowing will be made upon the applicable Domestic Borrower’s irrevocable notice to the Administrative Applicable Agent, which may must be given by telephone. Each such notice must be received by the Administrative Agent not later than 9:00 a.m.
(i) three Business Days prior to the requested date of any Borrowing ofhand delivery, conversion to fax or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Committed Loans, and (ii) on the requested date of any Borrowing of Base Rate Committed Loans. With respect to Canadian Loans, each Borrowing, each conversion of Canadian Loans from one Type to the other and each continuation of Eurodollar Rate Loans shall be made upon McKesson Canada’s irrevocable notice to the Canadian Administrative Agent, which may be given by telephone. Each such notice must be received by the Canadian Administrative Agent not later than 11:00 a.m. (Eastern time) (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Canadian Prime Rate Loans, and (ii) one Business Day prior to the requested date of any Borrowing of Canadian Prime Rate Loans. Each telephonic notice by a Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery e-mail to the Applicable Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Applicable Borrower. Each Borrowingsuch written Committed Loan Notice must be received by the Applicable Agent not later than 12:00 noon, Local Time, (i) three (3) Business Days prior to the requested date of any Committed Borrowing of, or conversion to or continuation of Domestic of, Eurocurrency Rate Committed Loans shall be denominated in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof andUS Dollars (or, in the case of Canadian Loansany Eurocurrency Rate Committed Borrowing denominated in US Dollars to be made on the Effective Date, in an aggregate minimum amount such shorter period of Cdn.$5,000,000 or any whole multiple of Cdn.$1,000,000 in excess thereof. Except time as provided in Section 2.03(c) and 2.04(g), each Committed Loan Notice (whether telephonic or written) shall specify (i) whether may be agreed to by the Applicable Borrower is requesting a Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Rate LoansAgent), (ii) four (4) Business Days (or five (5) Business Days in the identity case of the Borrower and a Special Notice Currency) prior to the requested date of the Borrowingany Committed Borrowing of, or conversion to or continuationcontinuation of, as the case may be (which shall be a Business Day)Eurocurrency Rate Committed Loans denominated in any Alternative Currency, and (iii) on the principal amount requested date of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the Applicable Currency. If the Applicable Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Applicable Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made asany Borrowing of, or converted conversion to, Base Rate Loans or Canadian Prime Committed Loans; provided that if the Borrower wishes to request Eurocurrency Rate Loans, as appropriate. Any such automatic conversion to Base Rate Loans or Canadian Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Applicable Borrower requests a Committed Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, they will be deemed to have specified having an Interest Period other than one, two, three or six months in duration as provided in the definition of one month.
(b) Following receipt of a Committed Loan Notice for Domestic Loans“Interest Period”, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of the applicable Domestic Loans, and if no timely notice of a conversion or continuation is provided by the applicable Domestic Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.02(a). Following receipt of a Committed Loan Notice for Canadian Loans, the Canadian Administrative Agent shall promptly notify each Canadian Lender of the amount of its Canadian Pro Rata Share of the applicable Canadian Loans, and if no timely notice of a conversion or continuation is provided by the Borrowers, the Canadian Administrative Agent shall notify each Canadian Lender of the details of any automatic conversion to Canadian Prime Rate Loans described in Section 2.02(a). In the case of a Borrowing, each Lender shall make the amount of its Domestic Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 11:00 a.m., and each Canadian Lender will make the amount of its Canadian Loan available to the Canadian Administrative Agent in Canadian Dollars at the Canadian Administrative Agent’s Office by 11:00 a.m. (Eastern time) on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Applicable Agent shall make all funds so received available to the Applicable Borrower in like funds as must be received by the Applicable Agent either by (i) crediting the account of the Applicable Borrower on the books of Bank of America or BA Canada with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Applicable Agent by the Applicable Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by a Borrower, there are unpaid amounts due in respect of Bankers’ Acceptances, in the case of McKesson Canada, or L/C Borrowings outstanding, in the case of the Domestic Borrowers, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such unpaid amounts and L/C Borrowings, and second, to the Applicable Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders.
(d) The Administrative Agent shall promptly notify the Applicable Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Domestic Borrowers and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Administrative Agent shall notify McKesson Canada and the Canadian Lenders of any change in BA Canada’s prime lending rate used in determining the Canadian Prime Rate promptly following the public announcement of such change.
(e) After giving effect to all Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten Interest Periods in effect at any time with respect to Committed Loans.
(f) The Dollar Equivalent amount of any Borrowing in Canadian Dollars will be determined by the Canadian Administrative Agent for such Borrowing on the Computation Date therefor in accordance with Section 2.16(a) and shall be conclusive absent manifest error.later than
Appears in 1 contract
Samples: Revolving Credit and Guaranty Agreement (Warner Chilcott LTD)
Borrowings, Conversions and Continuations of Committed Loans. (a) With respect Interest Rate Elections.
(i) Domestic Committed Loans made to the Domestic Borrowers shall be either Domestic Prime Rate Loans or LIBOR RateTerm SOFR Loans, each Borrowingas the Parent, on behalf of the Domestic Borrowers, may request subject to and in accordance with this Section 2.02. All Swing Line Loans made to the Domestic Borrowers shall be only made in Dollars and shall be only Domestic Prime Rate Loans.
(ii) Canadian Committed Loans made to the Canadian Borrower shall be either Canadian Prime Rate Loans or BA Equivalent Loans (if made in CD$), LIBOR RateTerm SOFR Loans or US Index Rate Loans (if in Dollars) or LIBOR RateTerm SOFR Loans, as the Canadian Borrower may request subject to and in accordance with this Section 2.02. All Swing Line Loans made to the Canadian Borrower shall be made only in CD$ or Dollars and shall be only Canadian Prime Rate Loans or US Index Rate Loans, as applicable.
(iii) Subject to the other provisions of this Section 2.02, Committed Borrowings of more than one Type may be incurred at the same time.
(b) Each Committed Borrowing or each conversion of a Committed Loans Loan from one Type to the otheranother, and each continuation of Eurodollar Rate Loans shall be made upon the applicable Domestic Borrower’s irrevocable notice of the Parent on behalf of the Domestic Borrowers or by the Canadian Borrower, as applicable, to the Administrative Agent or the Canadian Agent, as applicable, which may be given by telephone. Each such notice must be received by the Administrative Agent or the Canadian Agent not later than 9:00 a.m.
11:00 a.m. (i) three (3) Business Days prior to the requested date of any Committed Borrowing of, conversion to or continuation of Eurodollar Rate LIBOR RateTerm SOFR Loans or BA Equivalent Loans or of any conversion of Eurodollar Rate any such Loans to Base Rate Committed LoansLoans of a different Type, and (ii) on the requested date of any Borrowing of Base Rate Committed Loans. With respect to Canadian Loans, each Borrowing, each conversion of Canadian Loans from one Type to the other and each continuation of Eurodollar Rate Loans shall be made upon McKesson Canada’s irrevocable notice to the Canadian Administrative Agent, which may be given by telephone. Each such notice must be received by the Canadian Administrative Agent not later than 11:00 a.m. four (Eastern time4) (i) three Business Days prior to the requested date of any Committed Borrowing to be made in an Optional Currency of, conversion to to, or continuation of Eurodollar Rate LIBOR RateTerm SOFR Loans or BA Equivalent Loans in an Optional Currency or of any conversion of Eurodollar Rate any such Loans to Loans of a different Type, and (iii) on the requested date of any Committed Borrowing of any of Canadian Prime Rate Loans, and (ii) one Business Day prior to the requested date of any Borrowing of Canadian Domestic Prime Rate Loans or US Index Rate Loans. Each telephonic notice by a Borrower pursuant to this Section 2.02(a2.02(b) must be confirmed promptly by delivery to the Applicable Administrative Agent or the Canadian Agent, as applicable, of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Applicable Parent or the Canadian Borrower, as applicable. Each BorrowingCommitted Borrowing of, conversion to or continuation of Domestic LIBOR RateTerm SOFR Loans or BA Equivalent Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 in excess thereof and, in (or the case of Canadian Loans, in an aggregate minimum amount of Cdn.$5,000,000 or any whole multiple of Cdn.$1,000,000 in excess Equivalent Amount thereof). Except as provided in Section Sections 2.03(c) and 2.04(g2.04(c), each Committed Borrowing of or conversion to Canadian Prime Rate Loan, US Index Rate Loans, or Domestic Prime Rate Loans, as applicable, shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or the Equivalent Amount thereof). Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Applicable Borrower request is requesting for a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the identity of the Borrower and the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the Applicable Currency. If the Applicable Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Applicable Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate LIBOR RateTerm SOFR Loans or Canadian Prime Rate BA Equivalent Loans, as appropriate. Any such automatic conversion to Base Rate Loans or Canadian Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, they will be deemed to have specified an Interest Period of one month.
(b) Following receipt of a Committed Loan Notice for Domestic Loans, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of the applicable Domestic Loans, and if no timely notice of a conversion or continuation is provided by the applicable Domestic Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.02(a). Following receipt of a Committed Loan Notice for Canadian Loans, the Canadian Administrative Agent shall promptly notify each Canadian Lender of the amount of its Canadian Pro Rata Share of the applicable Canadian Loans, and if no timely notice of a conversion or continuation is provided by the Borrowers, the Canadian Administrative Agent shall notify each Canadian Lender of the details of any automatic conversion to Canadian Prime Rate Loans described in Section 2.02(a). In the case of a Borrowing, each Lender shall make the amount of its Domestic Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 11:00 a.m., and each Canadian Lender will make the amount of its Canadian Loan available to the Canadian Administrative Agent in Canadian Dollars at the Canadian Administrative Agent’s Office by 11:00 a.m. (Eastern time) on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Applicable Agent shall make all funds so received available to the Applicable Borrower in like funds as received by the Applicable Agent either by (i) crediting the account of the Applicable Borrower on the books of Bank of America or BA Canada with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Applicable Agent by the Applicable Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by a Borrower, there are unpaid amounts due in respect of Bankers’ Acceptances, in the case of McKesson Canada, or L/C Borrowings outstanding, in the case of the Domestic Borrowers, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such unpaid amounts and L/C Borrowings, and second, to the Applicable Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders.
(d) The Administrative Agent shall promptly notify the Applicable Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Domestic Borrowers and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Administrative Agent shall notify McKesson Canada and the Canadian Lenders of any change in BA Canada’s prime lending rate used in determining the Canadian Prime Rate promptly following the public announcement of such change.
(e) After giving effect to all Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten Interest Periods in effect at any time with respect to Committed Loans.
(f) The Dollar Equivalent amount of any Borrowing in Canadian Dollars will be determined by the Canadian Administrative Agent for such Borrowing on the Computation Date therefor in accordance with Section 2.16(a) and shall be conclusive absent manifest error.,
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Borrowings, Conversions and Continuations of Committed Loans. (a) With respect to Domestic Loans, each Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Term Rate Loans or continuation of Tranche C Loans shall be made upon the applicable Domestic Borrower’s irrevocable notice to the Administrative Agent (or Australian Sub-Agent, in the case of Tranche C), which may be given by telephone. Each such notice must be received by the Administrative Applicable Agent not later than 9:00 a.m.
12:00 noon (Central time) in the case of Tranche A Loans, 11:00 a.m. (Central time) in the case of Tranche B Loans, and 11:00 a.m. (Central time) in the case of Tranche C Loans, (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Term Rate Loans denominated in US Dollars or of any conversion of Eurodollar Base Rate Loans to Base Term Rate Committed LoansLoans denominated in US Dollars, and (ii) on the requested date of any Borrowing of Base Rate Committed Loans. With respect to Canadian Loans, each Borrowing, each conversion of Canadian Loans from one Type to the other and each continuation of Eurodollar Rate Loans shall be made upon McKesson Canada’s irrevocable notice to the Canadian Administrative Agent, which may be given by telephone. Each such notice must be received by the Canadian Administrative Agent not later than 11:00 a.m. (Eastern time) (i) three four Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Term Rate Loans denominated in Alternative Currencies or SXXXX Xxxxx, (iii) four Business Days prior to the requested date of any Borrowing or continuation of Tranche C Loans, (iv) on the requested date of any Borrowing of, or conversion of Eurodollar Term Rate Loans denominated in US Dollars to Canadian Prime Base Rate Committed Loans, and (iiv) one Business Day prior to on the requested date of any Borrowing of Canadian Prime Rate Loans. Each telephonic notice by a Borrower pursuant to this Section 2.02(a2.2(a) must be confirmed promptly by delivery to the Applicable Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable BorrowerAgent. Each BorrowingBorrowing of, conversion to or continuation of Domestic Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans, in a principal amount of $5,000,000 US$50,000,000 or a whole multiple of $US$1,000,000 in excess thereof and(or the Dollar Equivalent thereof); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or any other amount (or meeting any other criterion) as at any time ensures that it does not qualify as attracting funds from the “public” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y) for Tranche B Loans denominated in Canadian Dollars, in a principal amount of CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in an aggregate minimum a principal amount of Cdn.$5,000,000 A$5,000,000 or any whole multiple integral multiples of Cdn.$1,000,000 A$1,000,000 in excess thereof. Except as provided in Section 2.03(c) and 2.04(g), each Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Applicable applicable Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Term Rate Loans or Tranche C Loans, (ii) the identity of the Borrower and the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the Applicable Currency. If the Applicable Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Applicable Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans or Canadian Prime Rate Loans, as appropriate. Any such automatic conversion to Base Rate Loans or Canadian Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, they will be deemed to have specified an Interest Period of one month.
(b) Following receipt of a Committed Loan Notice for Domestic Loans, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of the applicable Domestic Loans, and if no timely notice of a conversion or continuation is provided by the applicable Domestic Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.02(a). Following receipt of a Committed Loan Notice for Canadian Loans, the Canadian Administrative Agent shall promptly notify each Canadian Lender of the amount of its Canadian Pro Rata Share of the applicable Canadian Loans, and if no timely notice of a conversion or continuation is provided by the Borrowers, the Canadian Administrative Agent shall notify each Canadian Lender of the details of any automatic conversion to Canadian Prime Rate Loans described in Section 2.02(a). In the case of a Borrowing, each Lender shall make the amount of its Domestic Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 11:00 a.m., and each Canadian Lender will make the amount of its Canadian Loan available to the Canadian Administrative Agent in Canadian Dollars at the Canadian Administrative Agent’s Office by 11:00 a.m. (Eastern time) on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Applicable Agent shall make all funds so received available to the Applicable Borrower in like funds as received by the Applicable Agent either by (i) crediting the account of the Applicable Borrower on the books of Bank of America or BA Canada with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Applicable Agent by the Applicable Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by a Borrower, there are unpaid amounts due in respect of Bankers’ Acceptances, in the case of McKesson Canada, or L/C Borrowings outstanding, in the case of the Domestic Borrowers, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such unpaid amounts and L/C Borrowings, and second, to the Applicable Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders.
(d) The Administrative Agent shall promptly notify the Applicable Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Domestic Borrowers and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Administrative Agent shall notify McKesson Canada and the Canadian Lenders of any change in BA Canada’s prime lending rate used in determining the Canadian Prime Rate promptly following the public announcement of such change.
(e) After giving effect to all Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten Interest Periods in effect at any time with respect to Committed Loans.
(f) The Dollar Equivalent amount of any Borrowing in Canadian Dollars will be determined by the Canadian Administrative Agent for such Borrowing on the Computation Date therefor in accordance with Section 2.16(a) and shall be conclusive absent manifest error.,
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Borrowings, Conversions and Continuations of Committed Loans. (a) With respect to Domestic Loans, each Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans shall be made upon the applicable Domestic Borrower’s irrevocable notice of the applicable Borrower to the Administrative Agent (and, in the case of Committed Borrowing to be denominated in Canadian Dollars, to the Canadian Agent), which may be given by telephone(A) telephone or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such notice Committed Loan Notice must be received by the Administrative Agent not later than 9:00 a.m.1:00 p.m.
(i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurodollar Eurocurrency Rate Loans denominated in Dollars to Base Rate Committed Loans, and (ii) on the requested date of any Borrowing of Base Rate Committed Loans. With respect to Canadian Loans, each Borrowing, each conversion of Canadian Loans from one Type to the other and each continuation of Eurodollar Rate Loans shall be made upon McKesson Canada’s irrevocable notice to the Canadian Administrative Agent, which may be given by telephone. Each such notice must be received by the Canadian Administrative Agent not later than 11:00 a.m. (Eastern time) four Business 31 Lululemon Credit Agreement
(i) three four Business Days prior to the requested date of any Borrowing ofsuch Borrowing, conversion to or continuation of Eurodollar Eurocurrency Rate Loans denominated in Dollars, or of any conversion of Eurodollar Rate Loans to Canadian Prime Rate Loans, and (ii) one five Business Day Days (or six Business days in the case of a Special Notice Currency) prior to the requested date of any Borrowing of Canadian Prime Rate Loans. Each telephonic notice by a Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Applicable Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Applicable Borrower. Each such Borrowing, conversion or continuation of Domestic Eurocurrency Rate Loans denominated in Alternative Currencies, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 1:00 p.m., (i) three Business Days before the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Dollars, or (ii) four Business Days (or five Business days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, the Administrative Agent shall notify such Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Except as provided in Section 2.04(c), each Committed Borrowing of or conversion to Committed Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 in excess thereof and, in the case of Canadian Loans, in an aggregate minimum amount of Cdn.$5,000,000 or any whole multiple of Cdn.$1,000,000 100,000 in excess thereof. Except as provided in Section 2.03(c) and 2.04(g), each Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Applicable Borrower giving such notice is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Eurocurrency Rate Loans, (ii) the identity of the Borrower and the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the Applicable Currencycurrency of the Committed Loans to be borrowed. If a Borrower fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Applicable Committed Loans so requested shall be made in Dollars. If a Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Applicable such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans or Canadian Prime denominated in an Alternative Currency, such Loans shall be continued as Eurocurrency Rate Loans, as appropriateLoans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans or Canadian Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the Applicable a Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, they it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.
(b) Following receipt of a Committed Loan Notice for Domestic LoansNotice, the Administrative Agent shall promptly notify each Lender of the amount (and currency) of its Pro Rata Share Applicable Percentage of the 32 Lululemon Credit Agreement applicable Domestic Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Domestic BorrowerCompany, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other than Dollars, in each case as described in Section 2.02(a). Following receipt of a Committed Loan Notice for Canadian Loans, the Canadian Administrative Agent shall promptly notify each Canadian Lender of the amount of its Canadian Pro Rata Share of the applicable Canadian Loans, and if no timely notice of a conversion or continuation is provided by the Borrowers, the Canadian Administrative Agent shall notify each Canadian Lender of the details of any automatic conversion to Canadian Prime Rate Loans described in Section 2.02(a)preceding subsection. In the case of a Committed Borrowing, each Lender shall make the amount of its Domestic Committed Loan available to the Administrative Agent in immediately available funds Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 11:00 a.m.3:00 p.m., in the case of any Committed Loan denominated in Dollars, and each Canadian Lender will make not later than the amount of its Canadian Loan available to Applicable Time specified by the Canadian Administrative Agent in Canadian Dollars at the Canadian Administrative Agent’s Office by 11:00 a.m. (Eastern time) case of any Committed Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Applicable Administrative Agent shall make all funds so received available to the Applicable Company or the other applicable Borrower in like funds as received by the Applicable Administrative Agent either by (i) crediting the account of the Applicable such Borrower on the books of Bank of America or BA Canada with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Applicable Administrative Agent by the Applicable Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by a Borrower, there are unpaid amounts due in respect of Bankers’ Acceptances, in the case of McKesson Canada, or L/C Borrowings outstanding, in the case of the Domestic Borrowers, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such unpaid amounts and L/C Borrowings, and second, to the Applicable Borrower as provided aboveCompany.
(c) Except as otherwise provided herein, a Eurodollar Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Eurocurrency Rate Loan. During the existence continuance of a an Event of Default, no Loans may be requested as, converted to to, or continued as Eurodollar as, Eurocurrency Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto.
(d) The Administrative Agent shall promptly notify the Applicable Borrower Company and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Domestic Borrowers and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Administrative Agent shall notify McKesson Canada and the Canadian Lenders of any change in BA Canada’s prime lending rate used in determining the Canadian Prime Rate promptly following the public announcement of such change.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten Interest Periods in effect at any time with respect to Committed Loans.
(f) The Dollar Equivalent amount Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the portion of its Loans in connection with any Borrowing in Canadian Dollars will be determined refinancing, extension, loan modification or similar transaction permitted by the Canadian terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Company, the Administrative Agent for Agent, and such Borrowing on the Computation Date therefor in accordance with Section 2.16(a) and shall be conclusive absent manifest errorLender.
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Samples: 364 Day Credit Agreement (Lululemon Athletica Inc.)
Borrowings, Conversions and Continuations of Committed Loans. (a) With respect to Domestic Loans, each Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans shall be made upon the applicable Domestic Borrower’s irrevocable notice to the Administrative Agent (or Canadian Sub-Agent, in the case of Tranche B), which may be given by telephone. Each such notice must be received by the Administrative Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 a.m. (Pacific time) in the case of Tranche A Loans and 9:00 a.m.
a.m. (Pacific time) in the case of Tranche B Loans, (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans denominated in US Dollars or of any conversion of Eurodollar Base Rate Loans to Base Eurocurrency Rate Committed LoansLoans denominated in US Dollars, and (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, (iii) on the requested date of any Borrowing of, or conversion of Eurocurrency Rate Loans to, Base Rate Committed Loans. With respect to Canadian Loans, each Borrowing, each conversion of Canadian Loans from one Type to the other and each continuation of Eurodollar Rate Loans shall be made upon McKesson Canada’s irrevocable notice to the Canadian Administrative Agent, which may be given by telephone. Each such notice must be received by the Canadian Administrative Agent not later than 11:00 a.m. (Eastern timeiv) (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Canadian Prime Rate Loans, and (ii) one Business Day prior to on the requested date of any Borrowing of Canadian Prime Rate LoansLoans and (v) as set forth in Section 2.15(a) for Bankers’ Acceptances or BA Equivalent Notes. Each telephonic notice by a Borrower pursuant to this Section 2.02(a2.2(a) must be confirmed promptly by delivery to the Applicable Administrative Agent or Canadian Sub-Agent, as applicable, of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable BorrowerAdministrative Agent or Canadian Sub-Agent, as applicable. Each BorrowingExcept as otherwise provided in Section 2.15(a), each Borrowing of, conversion to or continuation of Domestic Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars, in a principal amount of $5,000,000 US$50,000,000 or a whole multiple of $US$1,000,000 in excess thereof and(or the Dollar Equivalent thereof); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht) or (y) for Tranche B Loans denominated in Canadian LoansDollars, in an aggregate minimum a principal amount of Cdn.$5,000,000 CDN$5,000,000 or any whole multiple integral multiples of Cdn.$1,000,000 CDN$1,000,000 in excess thereof. Except as provided in Section 2.03(c) and 2.04(g), each Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Applicable applicable Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Eurocurrency Rate Loans, (ii) the identity of the Borrower and the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the Applicable Currencycurrency of the Committed Loans to be borrowed. If any Borrower fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Applicable Committed Loans so requested shall be made in US Dollars. If any Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Applicable such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, (x) in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Canadian Dollars, Base Rate Loans or in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian Prime Dollars, such Loans shall be continued as Eurocurrency Rate Loans, as appropriateLoans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans or Canadian Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the Applicable applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, they it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency. Notwithstanding the foregoing, if after giving effect to the making of any Tranche A Loans or Tranche B Loans the Unused Tranche A Commitment would be less than or equal to the Dollar Equivalent of EUR 300,000,000 (as determined by the Administrative Agent), then, only to the extent TKG has not borrowed EUR 300,000,000 as of the date such Loan is to be made, such Loans shall not be made without the consent of TKG (which consent may be waived only by TKG).
(b) Following receipt of a Committed Loan Notice for Domestic LoansNotice, the Administrative Agent shall promptly notify each appropriate Lender of the contents thereof and the amount (and currency) of its Pro Rata Share of the applicable Domestic Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Domestic Borrower, the Administrative Agent shall notify each appropriate Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other than US Dollars, in each case as described in Section 2.02(a). Following receipt of a Committed Loan Notice for Canadian Loans, the Canadian Administrative Agent shall promptly notify each Canadian Lender of the amount of its Canadian Pro Rata Share of the applicable Canadian Loans, and if no timely notice of a conversion or continuation is provided by the Borrowers, the Canadian Administrative Agent shall notify each Canadian Lender of the details of any automatic conversion to Canadian Prime Rate Loans described in Section 2.02(a)preceding subsection. In the case of a Committed Borrowing, each Tranche A Lender shall make the amount of its Domestic Committed Loan available to the Administrative Agent Agent, and each Tranche B Lender shall make the amount of its Committed Loan available to the Canadian Sub-Agent, in immediately available funds Same Day Funds at the Administrative Agent’s Office for the applicable currency or the office of the Canadian Sub-Agent located in Montreal, Canada, as the case may be, not later than 11:00 a.m., and each Canadian Lender will make the amount of its Canadian Loan available to the Canadian Administrative Agent in Canadian Dollars at the Canadian Administrative Agent’s Office by 11:00 a.m. (Eastern time) 1:00 p.m. on the Business Day specified, in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency, in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01)4.2, the Applicable Administrative Agent or the Canadian Sub-Agent, as the case may be, shall make all funds so received available to the Applicable applicable Borrower in like funds as received by the Applicable Administrative Agent or the Canadian Sub-Agent either by (i) crediting the account of the Applicable such Borrower on the books of Bank of America or BA Canada BNP Paribas with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Applicable Administrative Agent or the Canadian Sub-Agent by the Applicable such Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by a Borrower, there are unpaid amounts due in respect of Bankers’ Acceptances, in the case of McKesson Canada, or L/C Borrowings outstanding, in the case of the Domestic Borrowers, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such unpaid amounts and L/C Borrowings, and second, to the Applicable Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Eurocurrency Rate Loan. During the existence of a an Event of Default, no Loans may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans (whether in US Dollars or any Alternative Currency) without the consent of the applicable Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto.
(d) The Administrative Agent shall promptly notify the Applicable applicable Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurodollar Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Domestic Borrowers applicable Borrower and the appropriate Lenders of any change in Bank of AmericaBNP Paribas’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Administrative Sub-Agent shall notify McKesson Canada TCCI and the Canadian Tranche B Lenders of any change in BA Canada’s prime lending rate used in determining the Canadian Prime Rate promptly following the public announcement of such changea change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Bank.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten fifteen (15) Interest Periods in effect at any time with respect to Committed Loans.
(f) The Dollar Equivalent amount of any Borrowing in Canadian Dollars will be determined by the Canadian Administrative Agent for such Borrowing on the Computation Date therefor in accordance with Section 2.16(a) and shall be conclusive absent manifest error.
Appears in 1 contract
Samples: 364 Day Credit Agreement (Toyota Motor Credit Corp)
Borrowings, Conversions and Continuations of Committed Loans. (a) With respect to Domestic Loans, each Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Committed Loans shall be made upon the applicable Domestic a Borrower’s irrevocable (subject to Section 3.03) notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 9:00 a.m.12:00 p.m.
(i) three Business Days prior to the requested date of (A) any Borrowing ofof Eurocurrency Rate Committed Loans (as to Canadian Dollars), (B) any continuation of Eurocurrency Rate Committed Loans (as to Canadian Dollars) or (C) any Borrowing of Canadian BA’s, (ii) two Business Days prior to the requested date of (A) any Borrowing of Eurocurrency Rate Committed Loans (with respect to Loans denominated in Dollars), or (B) any conversion to or continuation of Eurodollar Eurocurrency Rate Committed Loans or of any conversion of Eurodollar Rate (with respect to Loans denominated in Dollars) to Base Rate Committed Loans, and (iiiii) on the requested date of any Borrowing of Base Rate Committed Loans. With ; provided, however, that if such Borrower wishes to request Eurocurrency Rate Committed Loans (with respect to Canadian LoansLoans denominated in Dollars) having an Interest Period other than seven days, each Borrowingfourteen days, each conversion one month, two months, three months or six months in duration as provided in the definition of Canadian Loans from one Type to “Interest Period,” the other and each continuation of Eurodollar Rate Loans shall be made upon McKesson Canada’s irrevocable notice to the Canadian Administrative Agent, which may be given by telephone. Each such applicable notice must be received by the Canadian Administrative Agent not later than 11:00 a.m. (Eastern time) (i) 12:00 p.m. three Business Days prior to the requested date of any Borrowing ofsuch Borrowing, conversion or continuation, whereupon the Administrative Agent (x) shall give prompt notice to or continuation the Lenders of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans such request and determine whether the requested Interest Period is acceptable to Canadian Prime Rate Loans, all such Lenders and (iiy) one not later than 12:00 p.m., two Business Day prior to Days before the requested date of such Borrowing, conversion or continuation, shall notify such Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders; provided, further, if any requested Committed Borrowing or portion thereof is to be utilized exclusively for working capital purposes (such Committed Borrowing or such portion being called a “Working Capital Borrowing”), such Borrower shall specify in the Committed Loan Notice that such Committed Borrowing or such portion is a Working Capital Borrowing. In addition, any repayment of Canadian Prime Rate Loansa Loan that is intended as a repayment of all or any part of the outstanding amount of one or more Working Capital Borrowings shall be so identified to the Administrative Agent at the time of such repayment. Each telephonic notice by a Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Applicable Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Applicable such Borrower. Each BorrowingBorrowing of, conversion to or continuation of Domestic Eurocurrency Rate Committed Loans shall be (A) with respect to Loans denominated in Dollars, in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof and (B) with respect to Loans denominated in Canadian Dollars, in a principal amount of C$1,000,000 or a whole multiple of C$100,000 in excess thereof. Except as provided in Sections 2.04(c) and 2.05(c), each Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 in excess thereof and, in the case of Canadian Loans, in an aggregate minimum amount of Cdn.$5,000,000 or any whole multiple of Cdn.$1,000,000 100,000 in excess thereof. Except as provided in Section 2.03(c) and 2.04(g), each Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Applicable such Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Eurocurrency Rate Committed Loans, (ii) the identity of the Borrower and the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continuedcontinued (or the aggregate face amount of the Canadian BA’s to be accepted, if applicable), (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (or the maturity of the Canadian BA’s, if applicable), (vi) the Applicable Currencycurrency of the Committed Loans to be borrowed and (vii) if applicable, the Designated Borrower. If a Borrower fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Applicable Committed Loans so requested shall be made in Dollars. If a Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Applicable a Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, to Base Rate Loans or (with respect to Loans denominated in Dollars); provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in Canadian Prime Dollars, such Loans shall be continued as Eurocurrency Rate Loans, as appropriateLoans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans or Canadian Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Committed Loans. If the Applicable a Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Committed Loans in any such Committed Loan Notice, but fails to specify an Interest Period, they it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.
(b) Following receipt of a Committed Loan Notice for Domestic LoansNotice, the Administrative Agent shall promptly notify each Lender of the amount (and currency) of its Pro Rata Share Applicable Percentage of the applicable Domestic LoansCommitted Loans or Canadian BA’s, and if no timely notice of a conversion or continuation is provided by the applicable Domestic BorrowerCompany, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.02(a). Following receipt of a Committed Loan Notice for Canadian Loans, the Canadian Administrative Agent shall promptly notify each Canadian Lender of the amount of its Canadian Pro Rata Share of the applicable Canadian Loans, and if no timely notice of a conversion or continuation is provided by the Borrowers, the Canadian Administrative Agent shall notify each Canadian Lender of the details of any automatic conversion to Canadian Prime Rate Loans described in Section 2.02(a)preceding subsection. In the case of a Committed Borrowing, each Lender shall make the amount of its Domestic Committed Loan available to the Administrative Agent in immediately available funds Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 11:00 a.m.2:00 p.m., in the case of any Committed Loan denominated in Dollars, and each Canadian Lender will make not later than the amount of its Canadian Loan available to Applicable Time specified by the Canadian Administrative Agent in the case of any Committed Loan in Canadian Dollars at (or, in the case of Canadian Administrative Agent’s Office by 11:00 a.m. (Eastern timeBA’s, such amount with respect thereto in accordance with Section 4(b) of Schedule 2.01A), in each case on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Applicable Administrative Agent shall make all funds so received available to the Applicable applicable Borrower in like funds as received by the Applicable Agent Administrative Agent, at the Company’s election, either by (i) crediting the account of the Applicable such Borrower on the books of Bank of America or BA Canada with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Applicable Administrative Agent by the Applicable BorrowerCompany as set forth in the Committed Loan Notice; provided, however, that if, on immediately prior to delivery by the date applicable Borrower of the Committed Loan Notice with respect to such Borrowing is given by a BorrowerBorrowing, there are unpaid amounts due in respect of Bankers’ Acceptances, in the case of McKesson Canada, or L/C Borrowings in such currency outstanding, in the case of the Domestic Borrowers, then the proceeds of such Borrowing shall be appliedBorrowing, first, shall be applied to the payment in full of any such unpaid amounts and L/C Borrowings, and second, shall be made available to the Applicable applicable Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Eurocurrency Rate Committed Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Eurocurrency Rate Committed Loan. During Upon the existence occurrence and during the continuation of a an Event of Default, no Loans may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Committed Loans (whether in Dollars or Canadian Dollars) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in Canadian Dollars be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, in each case, on the last day of the then current Interest Period with respect thereto.
(d) The Administrative Agent shall promptly notify the Applicable Borrower Company and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency Rate Committed Loans upon determination of such interest rate. The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Domestic Borrowers Company and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Administrative Agent shall notify McKesson Canada and the Canadian Lenders of any change in BA Canada’s prime lending rate used in determining the Canadian Prime Rate effective date thereof promptly following the public announcement of such change.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten Interest Periods in effect at any one time with respect to Committed Loans.
(f) The Dollar Equivalent amount of any Borrowing in Canadian Dollars will be determined by the Canadian Administrative Agent for such Borrowing on the Computation Date therefor in accordance with Section 2.16(a) and shall be conclusive absent manifest error.
Appears in 1 contract
Borrowings, Conversions and Continuations of Committed Loans. (a) With respect to Domestic Loans, each Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans or continuation of Tranche C Loans shall be made upon the applicable Domestic Borrower’s irrevocable notice to the Administrative Agent (or Canadian Sub-Agent, in the case of Tranche B, or Australian Sub-Agent, in the case of Tranche C), which may be given by telephone. Each such notice must be received by the Administrative Applicable Agent not later than 9:00 a.m.
12:00 noon (Central time) in the case of Tranche A Loans, 11:00 a.m. (Central time) in the case of Tranche B Loans, and 11:00 a.m. (Central time) in the case of Tranche C Loans, (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans denominated in US Dollars or of any conversion of Eurodollar Base Rate Loans to Base Eurocurrency Rate Committed LoansLoans denominated in US Dollars, and (ii) on four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing of Base Rate Committed Loans. With respect to Canadian Loans, each Borrowing, each conversion of Canadian Loans from one Type to the other and each or continuation of Eurodollar Eurocurrency Rate Loans shall be made upon McKesson Canada’s irrevocable notice to the Canadian Administrative Agentdenominated in Alternative Currencies, which may be given by telephone. Each such notice must be received by the Canadian Administrative Agent not later than 11:00 a.m. (Eastern timeiii) (i) three four Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Tranche C Loans, (iv) on the requested date of any Borrowing of, or conversion of Eurocurrency Rate Loans or of any conversion of Eurodollar to, Base Rate Loans to Canadian Prime Rate Committed Loans, and (iiv) one Business Day prior to on the requested date of any Borrowing of Canadian Prime Rate Loans. Each telephonic notice by a Borrower pursuant to this Section 2.02(a2.2(a) must be confirmed promptly by delivery to the Applicable Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable BorrowerAgent. Each BorrowingBorrowing of, conversion to or continuation of Domestic Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans, in a principal amount of $5,000,000 US$50,000,000 or a whole multiple of $US$1,000,000 in excess thereof and(or the Dollar Equivalent thereof); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or any other amount (or meeting any other criterion) as at any time ensures that it does not qualify as attracting funds from the “public” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y) for Tranche B Loans denominated in Canadian Dollars, in a principal amount of CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in an aggregate minimum a principal amount of Cdn.$5,000,000 A$5,000,000 or any whole multiple integral multiples of Cdn.$1,000,000 A$1,000,000 in excess thereof. Except as provided in Section 2.03(c) and 2.04(g), each Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Applicable applicable Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Eurocurrency Rate Loans or Tranche C Loans, (ii) the identity of the Borrower and the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the Applicable Currencycurrency of the Committed Loans to be borrowed. If any Borrower (other than the Applicable Tranche C Borrower) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in US Dollars. If any Borrower (other than the Tranche C Borrower) fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Applicable such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, (x) in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Canadian Dollars, Base Rate Loans or in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian Prime Dollars, such Loans shall be continued as Eurocurrency Rate Loans, as appropriateLoans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans or Canadian Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the Applicable applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, they it will be deemed to have specified an Interest Period of one month. If the Tranche C Borrower requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.
(b) Following receipt of a Committed Loan Notice for Domestic LoansNotice, the Administrative Agent shall promptly notify each appropriate Lender of the contents thereof and the amount (and currency) of its Pro Rata Share of the applicable Domestic Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Domestic Borrower, the Administrative Agent shall notify each appropriate Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other than US Dollars, in each case as described in Section 2.02(a). Following receipt of a Committed Loan Notice for Canadian Loans, the Canadian Administrative Agent shall promptly notify each Canadian Lender of the amount of its Canadian Pro Rata Share of the applicable Canadian Loans, and if no timely notice of a conversion or continuation is provided by the Borrowers, the Canadian Administrative Agent shall notify each Canadian Lender of the details of any automatic conversion to Canadian Prime Rate Loans described in Section 2.02(a)preceding subsection. In the case of a Committed Borrowing, each Tranche A Lender shall make the amount of its Domestic Committed Loan available to the Administrative Agent, each Tranche B Lender shall make the amount of its Committed Loan available to the Canadian Sub-Agent and each Tranche C Lender shall make the amount of its Committed Loan available to the Australian Sub-Agent, in immediately available funds Same Day Funds at the Administrative Agent’s Office for the applicable currency, the office of the Canadian Sub-Agent located in Montreal, Canada, or the Australian Sub-Agent’s Office, as the case may be, not later than 11:00 a.m., and each Canadian Lender will make the amount of its Canadian Loan available to the Canadian Administrative Agent in Canadian Dollars at the Canadian Administrative Agent’s Office by 11:00 a.m. (Eastern time) 1:00 p.m. on the Business Day specified, in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency or Australian Dollars, in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01)4.2, the Applicable Agent shall make all funds so received available to the Applicable applicable Borrower in like funds as received by the Applicable Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent either by (i) crediting the account of the Applicable such Borrower on the books of Bank of America or BA Canada BNP Paribas with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Applicable Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent by the Applicable such Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by a Borrower, there are unpaid amounts due in respect of Bankers’ Acceptances, in the case of McKesson Canada, or L/C Borrowings outstanding, in the case of the Domestic Borrowers, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such unpaid amounts and L/C Borrowings, and second, to the Applicable Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Eurocurrency Rate Loan. During the existence of a an Event of Default, no Loans may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans (whether in US Dollars or any Alternative Currency) without the consent of the applicable Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. Except as otherwise provided herein, a Tranche C Loan may be continued only on the last day of an Interest Period for such Tranche C Loan.
(d) The Administrative Agent shall promptly notify the Applicable applicable Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurodollar Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. The Australian Sub-Agent shall promptly notify the Tranche C Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Tranche C Loans upon determination of such interest rate. The determination of the Bank Xxxx Rate by the Australian Sub-Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Domestic Borrowers applicable Borrower and the appropriate Lenders of any change in Bank of AmericaBNP Paribas’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Administrative Sub-Agent shall notify McKesson Canada TCCI and the Canadian Tranche B Lenders of any change in BA Canada’s prime lending rate used in determining the Canadian Prime Rate promptly following the public announcement of such changea change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Bank.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten fifteen (15) Interest Periods in effect at any time with respect to Committed Loans.
(f) The Dollar Equivalent amount Each Lender at its option may make any Loans by causing any domestic or foreign branch or Affiliate of such Lender to make such Loans; provided that any Borrowing in Canadian Dollars will be determined by exercise of such option shall not affect the Canadian Administrative Agent for obligation of the applicable Borrower to repay such Borrowing on the Computation Date therefor Loans in accordance with the terms of this Agreement and provided further that any exercise of such option shall not increase the Borrower’s obligations under Section 2.16(a) and shall be conclusive absent manifest error3.1 or Section 3.4.
Appears in 1 contract
Borrowings, Conversions and Continuations of Committed Loans. (a) With respect Interest Rate Elections.
(i) Domestic Committed Loans made to the Domestic Borrowers or to the Foreign Borrower shall be either Domestic Prime Rate Loans or LIBOR Rate Loans, each as the Parent, on behalf of the Domestic Borrowers or the Foreign Borrower, may request subject to and in accordance with this Section 2.02; provided that all Domestic Committed Loans made in Euros shall solely be Euribor Rate Loans and all Domestic Loans made in Pounds Sterling shall be LIBOR Rate Loans. All Swing Line Loans made to the Domestic Borrowers or the Foreign Borrower shall be only made in Dollars and shall be only Domestic Prime Rate Loans.
(ii) Canadian Committed Loans made to the Canadian Borrower shall be either Canadian Prime Rate Loans or BA Equivalent Loans (if made in CD$), LIBOR Rate Loans or US Index Rate Loans (if in Dollars) or LIBOR Rate Loans (if in Pounds Sterling), as the Canadian Borrower may request subject to and in accordance with this Section 2.02, and Canadian Committed Loans made to the Foreign Borrower shall be either Euribor Rate Loans (if in Euros) or LIBOR Rate Loans (if in Pounds Sterling), as the Foreign Borrower may request subject to and in accordance with this Section 2.02. All Swing Line Loans made to the Canadian Borrower or the Foreign Borrower shall be made only in CD$ or Dollars and shall be only Canadian Prime Rate Loans or U.S. Index Rate Loans, as applicable.
(iii) Subject to the other provisions of this Section 2.02, Committed Borrowings of more than one Type may be incurred at the same time.
(b) Each Committed Borrowing, each conversion of a Committed Loans Loan from one Type to the otheranother, and each continuation of Eurodollar Rate Loans shall be made upon the applicable Domestic Borrower’s irrevocable notice of the Parent on behalf of the Domestic Borrowers, by the Canadian Borrower or by Foreign Borrower, as applicable, to the Administrative Agent or the Canadian Agent, as applicable, which may be given by telephone. Each such notice must be received by the Administrative Agent or the Canadian Agent not later than 9:00 a.m.
11:00 a.m. (i) three (3) Business Days prior to the requested date of any Committed Borrowing of, conversion to of or continuation of Eurodollar Euribor Rate Loans, LIBOR Rate Loans or BA Equivalent Loans or of any conversion of Eurodollar Rate any such Loans to Base Rate Committed LoansLoans of a different Type, and (ii) on the requested date of any Borrowing of Base Rate Committed Loans. With respect to Canadian Loans, each Borrowing, each conversion of Canadian Loans from one Type to the other and each continuation of Eurodollar Rate Loans shall be made upon McKesson Canada’s irrevocable notice to the Canadian Administrative Agent, which may be given by telephone. Each such notice must be received by the Canadian Administrative Agent not later than 11:00 a.m. four (Eastern time4) (i) three Business Days prior to the requested date of any Committed Borrowing to be made in an Optional Currency of, conversion to to, or continuation of Eurodollar Euribor Rate Loans, LIBOR Rate Loans or BA Equivalent Loans in an Optional Currency or of any conversion of Eurodollar Rate any such Loans to Loans of a different Type, and (iii) on the requested date of any Committed Borrowing of any of Canadian Prime Rate Loans, and (ii) one Business Day prior to the requested date of any Borrowing of Canadian Domestic Prime Rate Loans or US Index Rate Loans. Each telephonic notice by a Borrower pursuant to this Section 2.02(a2.02(b) must be confirmed promptly by delivery to the Applicable Administrative Agent or the Canadian Agent, as applicable, of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Applicable Parent, the Canadian Borrower or the Foreign Borrower, as applicable. Each BorrowingCommitted Borrowing of, conversion to or continuation of Domestic LIBOR Rate Loans, Euribor Rate Loans or BA Equivalent Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 in excess thereof and, in (or the case of Canadian Loans, in an aggregate minimum amount of Cdn.$5,000,000 or any whole multiple of Cdn.$1,000,000 in excess Equivalent Amount thereof). Except as provided in Section Sections 2.03(c) and 2.04(g2.04(c), each Committed Borrowing of or conversion to Canadian Prime Rate Loans , U.S. Index Rate Loans, or Domestic Prime Rate Loans, as applicable, shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or the Equivalent Amount thereof). Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Applicable Borrower request is requesting for a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar LIBOR Rate Loans, BA Equivalent Loans, or Euribor Rate Loans, (ii) the identity of the Borrower and the requested date of the Committed Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) whether such Committed Loan is to be made in Dollars, Canadian Dollars or another Optional Currency, and (vi) if applicable, the duration of the Interest Period with respect thereto and thereto, provided that any request for Optional Currency shall comply with the provisions of Section 2.02(b) hereof. If (vix) the Applicable Currency. If the Applicable Borrower request fails to specify a Type of Committed Loan in a Committed Loan Notice or the currency in which such Committed Loan is to be made or if the Applicable Borrower Parent, the Canadian Borrower, or the Foreign Borrower, as the case may be, fails to give a timely notice requesting of a conversion or continuationcontinuation of a LIBOR Rate Loan, Euribor Rate Loan, or a BA Equivalent Loan, then the applicable Committed Loans shall be made as, or converted to, Base Domestic Prime Rate Loans made in Dollars or Canadian Prime Rate LoansLoans made in CD$, as appropriateapplicable. Any such automatic conversion to Base Rate Loans or Canadian Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar LIBOR Rate Loans. If the Applicable Borrower requests a Borrowing of, conversion toEuribor Rate Loan or BA Equivalent Loans, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but (y) fails to specify an Interest PeriodPeriod for a LIBOR Rate Loan, they Euribor Rate Loan, or a BA Equivalent Loan, it will be deemed to have specified an Interest Period of one month. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a LIBOR Rate Loan, Euribor Rate Loan or a BA Equivalent Loan.
(bc) Following receipt of a Committed Loan Notice for Domestic LoansNotice, the Administrative Agent Agents shall promptly notify each Domestic Lender or Canadian Lender, as the case may be, of the amount of its Pro Rata Share Applicable Percentage of the applicable Domestic Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Parent, on behalf of the Domestic Borrower or by the Canadian Borrower or by the Foreign Borrower, the Administrative Agent Agents shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.02(a). Following receipt of a Committed Loan Notice for Canadian Loans, the Canadian Administrative Agent shall promptly notify each Canadian Lender of the amount of its Canadian Pro Rata Share of the applicable Canadian Loans, and if no timely notice of a conversion or continuation is provided by the Borrowers, the Canadian Administrative Agent shall notify each Canadian Lender of the details of any automatic conversion to Canadian Prime Rate Loans described in Section 2.02(a2.02(b). In the case of a Borrowing, Each Domestic Lender and each Canadian Lender shall make the amount of its Domestic applicable Committed Loan available to the Administrative Agent or the Canadian Agent, as the case may be, in immediately available funds at the Administrative applicable Agent’s Office not later than 11:00 a.m., and each Canadian Lender will make the amount of its Canadian Loan available to the Canadian Administrative Agent in Canadian Dollars at the Canadian Administrative Agent’s Office by 11:00 a.m. (Eastern time) 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Committed Borrowing is the initial Credit Extension, Section 4.01), the Applicable applicable Agent shall use reasonable efforts to make all funds so received available to the Applicable Borrower applicable Borrowers in like funds as received by no later than 4:00 p.m. on the day of receipt by the Applicable Agent applicable Agent, either by (i) crediting either the account of the Applicable Parent, the Canadian Borrower or the Foreign Borrower, as applicable, on the books of Bank of America or BA Bank of America-Canada Branch, as applicable, with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Applicable applicable Agent by the Applicable Parent, the Canadian Borrower or by the Foreign Borrower; provided, however, that (A) if, on the date the a Committed Loan Notice with respect to such a Canadian Committed Borrowing is given by a the Canadian Borrower or the Foreign Borrower, as applicable, there are unpaid amounts due in respect of Bankers’ Acceptances, in the case of McKesson Canada, or Canadian L/C Borrowings outstanding, in the case of the Domestic Borrowers, then the proceeds of such Borrowing shall be appliedCanadian Committed Borrowing, first, shall be applied to the payment in full of any such unpaid amounts and Canadian L/C Borrowings, and second, shall be made available to the Applicable Canadian Borrower or the Foreign Borrower as provided above; or (B) if, on the date a Committed Loan Notice with respect to a Domestic Committed Borrowing is given by the Parent on behalf of the Domestic Borrowers or the Foreign Borrower, there are Domestic L/C Borrowings outstanding, then the proceeds of such Domestic Committed Borrowing, first, shall be applied to the payment in full of any such Domestic L/C Borrowings, and second, shall be made available to the Domestic Borrowers or the Foreign Borrower as provided above.
(cd) In the event that any Borrower fails to pay any interest, fee, service charge, Credit Party Expenses, or other payment to which any Lender or any Agent is entitled from the such Borrower pursuant hereto when due, or at any time after the occurrence and during the continuance of a Trigger Event, the applicable Agent, without the request of any Loan Party, may advance such interest, fee, service charge, Credit Party Expenses, or other payment to which any Lender or any Agent is entitled from the applicable Borrower pursuant hereto or any other Loan Document and may charge the same to the Loan Account with respect to the Domestic Credit Extensions or Canadian Credit Extensions, as applicable, notwithstanding that a Domestic Overadvance or a Canadian Overadvance may result thereby. The Agents shall advise the Parent of any such advance or charge by the Administrative Agent promptly after the making thereof, and the Canadian Agent shall advise the Canadian Borrower of any such advance or charge by the Canadian Agent promptly after the making thereof. Such action on the part of the Administrative Agent or the Canadian Agent shall not constitute a waiver of the applicable Credit Party’s rights and the applicable Borrowers’ obligations under Section 2.05(c). Any amount which is added to the principal balance of the applicable Loan Account as provided in this Section 2.02(c) shall be deemed to be a Domestic Prime Rate Loan or a Canadian Prime Rate Loan, as applicable.
(e) Except as otherwise provided herein, a Eurodollar LIBOR Rate Loan, a Euribor Rate Loan or a BA Equivalent Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of a an Event of Default, no Loans may be requested as, converted to or continued as Eurodollar LIBOR Rate Loans, Euribor Rate Loans or BA Equivalent Loans without the consent Consent of the Required Lenders.
(df) The Administrative applicable Agent shall promptly notify the Applicable Parent, the Canadian Borrower, the Foreign Borrower and the applicable Lenders of the interest rate applicable to any Interest Period for Eurodollar Euribor Rate Loans, BA Equivalent Loans, or LIBOR Rate Loans upon determination of such interest rate. The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Domestic Borrowers and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Administrative applicable Agent shall promptly notify McKesson Canada the Parent, the Canadian Borrower, the Foreign Borrower and the Canadian applicable Lenders of any change in BA Canada’s prime lending rate used in determining the U.S. Prime Rate, US Index Rate or Canadian Prime Rate promptly following the public announcement of such change.
(eg) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to another in accordance with the otherterms hereof, and all continuations of Committed Loans as the same Type, there shall not be more than ten five (5) Interest Periods in effect at any time with respect to Domestic Committed Loans and not be more than five (5) Interest Periods in effect with respect to Canadian Committed Loans.
(fh) None of the Agents, the Lenders, or the L/C Issuer shall have any obligation to make any Loan or to provide any Letter of Credit if an Overadvance would result. The Dollar Equivalent Administrative Agent may, in its discretion, make Permitted Domestic Overadvances without the consent of any Lender or any L/C Issuer and each Domestic Lender shall be bound thereby. The Canadian Agent may, in its discretion, make Permitted Canadian Overadvances without the consent of any Lender, or any L/C Issuer and each Canadian Lender shall be bound thereby. Any Permitted Overadvance may constitute a Swing Line Loan and shall bear interest at the U.S. Prime Rate or the Canadian Prime Rate, as applicable. All Permitted Overadvance are for the account of the applicable Borrowers and shall be repaid on demand. The making of any such Permitted Overadvance on any one occasion shall not obligate any Agent or any Lender to make or permit any Permitted Overadvance on any other occasion or to permit such Permitted Overadvances to remain outstanding. The making by any Agent of a Permitted Overadvance shall not modify or abrogate any of the provisions of Section 2.03 regarding the Lenders’ obligations to purchase participations with respect to Letters of Credit or of Section 2.04 regarding the Lenders’ obligations to purchase participations with respect to Swing Line Loans. Neither the Administrative Agent nor the Canadian Agent shall have any liability for, and no Loan Party or Credit Party shall have the right to, or shall, bring any claim of any kind whatsoever against the Administrative Agent or the Canadian Agent with respect to Unintentional Overadvances regardless of the amount of any Borrowing in Canadian Dollars will be determined by the Canadian Administrative Agent for such Borrowing on the Computation Date therefor in accordance with Section 2.16(a) and shall be conclusive absent manifest errorOveradvance(s).
Appears in 1 contract
Borrowings, Conversions and Continuations of Committed Loans. (a) With respect to Domestic Loans, each Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans or continuation of Tranche C Loans shall be made upon the applicable Domestic Borrower’s irrevocable notice to the Administrative Agent (or Canadian Sub-Agent, in the case of Tranche B, or Australian Sub-Agent, in the case of Tranche C), which may be given by telephone. Each such notice must be received by the Administrative Applicable Agent not later than 9:00 a.m.
12:00 noon (Central time) in the case of Tranche A Loans, 11:00 a.m. (Central time) in the case of Tranche B Loans, and 11:00 a.m. (Central time) in the case of Tranche C Loans, (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans denominated in US Dollars or of any conversion of Eurodollar Base Rate Loans to Base Eurocurrency Rate Committed LoansLoans denominated in US Dollars, and (ii) on four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing of Base Rate Committed Loans. With respect to Canadian Loans, each Borrowing, each conversion of Canadian Loans from one Type to the other and each or continuation of Eurodollar Eurocurrency Rate Loans shall be made upon McKesson Canada’s irrevocable notice to the Canadian Administrative Agentdenominated in Alternative Currencies, which may be given by telephone. Each such notice must be received by the Canadian Administrative Agent not later than 11:00 a.m. (Eastern timeiii) (i) three four Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Tranche C Loans, (iv) on the requested date of any Borrowing of, or conversion of Eurocurrency Rate Loans or of any conversion of Eurodollar to, Base Rate Loans to Canadian Prime Rate Committed Loans, and (iiv) one Business Day prior to on the requested date of any Borrowing of Canadian Prime Rate Loans. Each telephonic notice by a Borrower pursuant to this Section 2.02(a2.2(a) must be confirmed promptly by delivery to the Applicable Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable BorrowerAgent. Each BorrowingBorrowing of, conversion to or continuation of Domestic Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans, in a principal amount of $5,000,000 US$50,000,000 or a whole multiple of $US$1,000,000 in excess thereof and(or the Dollar Equivalent thereof); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or any other amount (or meeting any other criterion) as at any time ensures that it does not qualify as attracting funds from the “public” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y) for Tranche B Loans denominated in Canadian Dollars, in a principal amount of CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in an aggregate minimum a principal amount of Cdn.$5,000,000 A$5,000,000 or any whole multiple integral multiples of Cdn.$1,000,000 A$1,000,000 in excess thereof. Except as provided in Section 2.03(c) and 2.04(g), each Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Applicable applicable Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Eurocurrency Rate Loans or Tranche C Loans, (ii) the identity of the Borrower and the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the Applicable Currencycurrency of the Committed Loans to be borrowed. If any Borrower (other than TFA) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Applicable Committed Loans so requested shall be made in US Dollars. If any Borrower (other than TFA) fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Applicable such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, (x) in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Canadian Dollars, Base Rate Loans or in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian Prime Dollars, such Loans shall be continued as Eurocurrency Rate Loans, as appropriateLoans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans or Canadian Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the Applicable applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, they it will be deemed to have specified an Interest Period of one month. If TFA requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency. Notwithstanding the foregoing, if after giving effect to the making of any Tranche A Loans, Tranche B Loans or Tranche C Loans, the Unused Tranche A Commitment would be less than or equal to the Dollar Equivalent of EUR 300,000,000 (as determined by the Administrative Agent), then, only to the extent TKG has not borrowed EUR 300,000,000 as of the date such Loan is to be made, such Loans shall not be made without the consent of TKG (which consent may be waived only by TKG).
(b) Following receipt of a Committed Loan Notice for Domestic LoansNotice, the Administrative Agent shall promptly notify each appropriate Lender of the contents thereof and the amount (and currency) of its Pro Rata Share of the applicable Domestic Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Domestic Borrower, the Administrative Agent shall notify each appropriate Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other than US Dollars, in each case as described in Section 2.02(a). Following receipt of a Committed Loan Notice for Canadian Loans, the Canadian Administrative Agent shall promptly notify each Canadian Lender of the amount of its Canadian Pro Rata Share of the applicable Canadian Loans, and if no timely notice of a conversion or continuation is provided by the Borrowers, the Canadian Administrative Agent shall notify each Canadian Lender of the details of any automatic conversion to Canadian Prime Rate Loans described in Section 2.02(a)preceding subsection. In the case of a Committed Borrowing, each Tranche A Lender shall make the amount of its Domestic Committed Loan available to the Administrative Agent, each Tranche B Lender shall make the amount of its Committed Loan available to the Canadian Sub-Agent and each Tranche C Lender shall make the amount of its Committed Loan available to the Australian Sub-Agent, in immediately available funds Same Day Funds at the Administrative Agent’s Office for the applicable currency, the office of the Canadian Sub-Agent located in Montreal, Canada, or the Australian Sub-Agent’s Office, as the case may be, not later than 11:00 a.m., and each Canadian Lender will make the amount of its Canadian Loan available to the Canadian Administrative Agent in Canadian Dollars at the Canadian Administrative Agent’s Office by 11:00 a.m. (Eastern time) 1:00 p.m. on the Business Day specified, in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency or Australian Dollars, in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01)4.2, the Applicable Agent shall make all funds so received available to the Applicable applicable Borrower in like funds as received by the Applicable Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent either by (i) crediting the account of the Applicable such Borrower on the books of Bank of America or BA Canada BNP Paribas with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Applicable Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent by the Applicable such Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by a Borrower, there are unpaid amounts due in respect of Bankers’ Acceptances, in the case of McKesson Canada, or L/C Borrowings outstanding, in the case of the Domestic Borrowers, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such unpaid amounts and L/C Borrowings, and second, to the Applicable Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Eurocurrency Rate Loan. During the existence of a an Event of Default, no Loans may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans (whether in US Dollars or any Alternative Currency) without the consent of the applicable Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. Except as otherwise provided herein, a Tranche C Loan may be continued only on the last day of an Interest Period for such Tranche C Loan.
(d) The Administrative Agent shall promptly notify the Applicable applicable Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurodollar Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. The Australian Sub-Agent shall promptly notify TFA and the appropriate Lenders of the interest rate applicable to any Interest Period for Tranche C Loans upon determination of such interest rate. The determination of the Bank Xxxx Rate by the Australian Sub-Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Domestic Borrowers applicable Borrower and the appropriate Lenders of any change in Bank of AmericaBNP Paribas’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Administrative Sub-Agent shall notify McKesson Canada TCCI and the Canadian Tranche B Lenders of any change in BA Canada’s prime lending rate used in determining the Canadian Prime Rate promptly following the public announcement of such changea change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Bank.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten fifteen (15) Interest Periods in effect at any time with respect to Committed Loans.
(f) The Dollar Equivalent amount Each Lender at its option may make any Loans by causing any domestic or foreign branch or Affiliate of such Lender to make such Loans; provided that any Borrowing in Canadian Dollars will be determined by exercise of such option shall not affect the Canadian Administrative Agent for obligation of the applicable Borrower to repay such Borrowing on the Computation Date therefor Loans in accordance with the terms of this Agreement and provided further that any exercise of such option shall not increase the Borrower’s obligations under Section 2.16(a) and shall be conclusive absent manifest error3.1 or Section 3.4.
Appears in 1 contract
Samples: 364 Day Credit Agreement (Toyota Motor Credit Corp)
Borrowings, Conversions and Continuations of Committed Loans. (a) With respect to Domestic Loans, each Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Rate Loans and each issuance of Bankers’ Acceptances as shall be made upon the applicable Domestic Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 9:00 a.m.
1:00 p.m. (i) three Business Days prior to the requested date of any Committed Borrowing of, conversion to or continuation of Eurodollar Rate Loans or Loans, of any conversion of Eurodollar Rate Loans to Base Rate Committed Loans, and (ii) on the requested date of any Borrowing of Base Rate Committed Loans. With respect to Canadian Loans, each Borrowing, each conversion of Canadian Loans from one Type to the other and each continuation of Eurodollar Rate Loans shall be made upon McKesson Canada’s irrevocable notice to the Canadian Administrative Agent, which may be given by telephone. Each such notice must be received by the Canadian Administrative Agent not later than 11:00 a.m. (Eastern time) (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or any issuance of any conversion of Eurodollar Rate Loans to Canadian Prime Rate LoansBankers’ Acceptances, and (ii) one Business Day prior to the requested date of any Borrowing of Base Rate Committed Loans, Canadian Prime Rate Loans or Canadian US Dollar Base Rate Loans; provided, however, that if the US Borrower wishes to request Eurodollar Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 1:00 p.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the US Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 1:00 p.m., three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each telephonic notice by a the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Applicable Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Applicable Borrower. Each BorrowingCommitted Borrowing of, conversion to or continuation of Domestic Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof and, in the case of Canadian Loans, in an aggregate minimum amount of Cdn.$5,000,000 or any whole multiple of Cdn.$1,000,000 in excess thereof. Except as provided in Section 2.03(c) and 2.04(gSection 2.04(c), each Committed Borrowing of or conversion to Base Rate Committed Loans, Canadian Prime Rate Loans or Canadian US Dollar Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice as to a Borrowing of US Committed Loans (whether telephonic or written) shall specify (i) whether the Applicable Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, other or a continuation of Eurodollar Rate Loans, (ii) the identity of the Borrower and the requested date of the US Committed Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of US Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto thereto. Each Loan Notice as to a Borrowing of Canadian Committed Advances (whether telephonic or written) shall specify (i) whether the Canadian Borrower is requesting a Borrowing, a conversion of a Canadian Committed Advance from one Type to the other or a continuation of Bankers’ Acceptances, (ii) the requested date of the Borrowing, conversion or continuation (which shall be a Business Day), and (viiii) the Applicable Currencyprincipal amount of the Canadian Committed Advances to be borrowed or to which existing Canadian Committed Advances are to be converted and whether it is Canadian Dollar-denominated Loan or a US Dollar-denominated Loan or the principal amount of Bankers’ Acceptances to be issued. If the Applicable Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Applicable Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans or or, in the case of the Canadian Borrower, Canadian Prime Rate Loans, as appropriate. Any such automatic conversion to Base Rate Loans or Canadian Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate LoansLoans or Bankers’ Acceptances. If the Applicable Borrower requests a Committed Borrowing of, conversion to, or continuation of Eurodollar Rate Loans or Bankers’ Acceptances in any such Committed Loan Notice, but fails to specify an Interest Period, they it will be deemed to have specified an Interest Period of one month.
(b) Following receipt of a Committed Loan Notice for Domestic LoansNotice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share Applicable Percentage of the applicable Domestic Committed Loans, and if no timely notice of a conversion or continuation is provided by the an applicable Domestic BorrowerBorrower with respect to an expiring Eurodollar Loan or Bankers’ Acceptances, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described or, in Section 2.02(a). Following receipt the case of a Committed Loan Notice for Canadian Loans, the Canadian Administrative Agent shall promptly notify each Canadian Lender of the amount of its Canadian Pro Rata Share of the applicable Canadian LoansBorrower, and if no timely notice of a conversion or continuation is provided by the Borrowers, the Canadian Administrative Agent shall notify each Canadian Lender of the details of any automatic conversion to Canadian Prime Rate Loans described in Section 2.02(a)the preceding subsection. In the case of a Borrowing, Committed Borrowing each Lender shall make the amount of its Domestic Committed Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 11:00 a.m., and each Canadian Lender will make the amount of its Canadian Loan available to the Canadian Administrative Agent in Canadian Dollars at the Canadian Administrative Agent’s Office by 11:00 a.m. (Eastern time) 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Committed Borrowing is the initial Credit Extension, Section 4.01), the Applicable Administrative Agent shall make all funds so received available to the Applicable requesting Borrower in like funds as received by the Applicable Administrative Agent either by (i) crediting the account of the Applicable applicable Borrower on the books of Bank of America or BA Canada the Administrative Agent with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Applicable Administrative Agent by the Applicable such Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Committed Borrowing is given by a the Borrower, there are unpaid amounts due in respect of Bankers’ Acceptances, in the case of McKesson Canada, or L/C Borrowings outstanding, in the case of the Domestic Borrowers, then the proceeds of such Borrowing shall be appliedCommitted Borrowing, first, shall be applied to the payment in full of any such unpaid amounts and L/C Borrowings, and second, shall be made available to the Applicable Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders.
(d) The Administrative Agent shall promptly notify the Applicable Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Domestic Borrowers Borrower and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans or Canadian US Dollar Base Rate Loans are outstanding, the Canadian Administrative Agent shall notify McKesson Canada the Canadian Borrower and the Canadian Lenders of any change in BA CanadaBank of America’s Canadian prime lending rate used in determining the Canadian Prime Rate or of any change in Bank of America’s Canadian reference rate used in determining the Canadian US Dollar Base Rate, respectively, in each case, promptly following the public announcement of such change.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten five Interest Periods in effect at any time with respect to Committed LoansLoans to the US Borrower and no more than five Borrowings in effect with respect to Bankers’ Acceptances.
(f) The Dollar Equivalent amount of any Borrowing in Canadian Dollars will be determined by the Canadian Administrative Agent for such Borrowing on the Computation Date therefor in accordance with Section 2.16(a) and shall be conclusive absent manifest error.
Appears in 1 contract
Borrowings, Conversions and Continuations of Committed Loans. (a) With respect to Domestic Loans, each Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Committed Loans shall will be made upon the applicable Domestic BorrowerCompany’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 9:00 10:00 a.m.
(i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Committed Loans denominated in US Dollars or of any conversion of Eurodollar Eurocurrency Rate Committed Loans denominated in US Dollars to Base Rate Committed Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Committed Loans denominated in Alternative Currencies, and (iiiii) on the requested date of any Borrowing of Base Rate Committed Loans. With respect ; provided, however, that if the Company wishes to Canadian Loansrequest Eurocurrency Rate Committed Loans having an Interest Period other than one, each Borrowingtwo, each conversion three or six months in duration as provided in the definition of Canadian Loans from one Type to “Interest Period”, the other and each continuation of Eurodollar Rate Loans shall be made upon McKesson Canada’s irrevocable notice to the Canadian Administrative Agent, which may be given by telephone. Each such applicable notice must be received by the Canadian Administrative Agent not later than 11:00 a.m. (Eastern time) 10:00 a.m.
(i) three four Business Days prior to the requested date of any Borrowing ofsuch Borrowing, conversion to or continuation of Eurodollar Eurocurrency Rate Committed Loans denominated in US Dollars, or of any conversion of Eurodollar Rate Loans to Canadian Prime Rate Loans, and (ii) one five Business Day Days (or six Business days in the case of a Special Notice Currency) prior to the requested date of any Borrowing such Borrowing, conversion or continuation of Canadian Prime Eurocurrency Rate LoansCommitted Loans denominated in Alternative Currencies, whereupon the Administrative Agent will give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m., (i) three Business Days before the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Committed Loans denominated in US Dollars, or (ii) four Business Days (or five Business days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Committed Loans denominated in Alternative Currencies, the Administrative Agent will notify the Company (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each telephonic notice by a Borrower the Company pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Applicable Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Applicable BorrowerCompany. Each BorrowingBorrowing of, conversion to or continuation of Domestic Eurocurrency Rate Committed Loans shall will be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof and, in the case of Canadian Loans, in an aggregate minimum amount of Cdn.$5,000,000 or any whole multiple of Cdn.$1,000,000 in excess thereof. Except as provided in Section 2.03(cSections 2.04(c) and 2.04(g2.05(c), each Committed Borrowing of or conversion to Base Rate Committed Loans will be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall will specify (i) whether the Applicable Borrower Company is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Eurocurrency Rate Committed Loans, (ii) the identity of the Borrower and the requested date of the Borrowing, conversion or continuation, as the case may be (which shall will be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the Applicable Currencycurrency of the Committed Loans to be borrowed. If the Applicable Borrower Company fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested will be made in US Dollars. If the Company fails to specify a Type of Committed Loan in a Committed Loan Notice or if Notice, then the Applicable Borrower applicable Committed Loans will be made as Base Rate Loans. If the Company fails to give a timely notice requesting a conversion or continuationcontinuation of a Eurocurrency Rate Committed Loan, then the applicable such Eurocurrency Rate Committed Loans shall Loan will be made as, or converted to, Base Rate Loans or Canadian Prime Rate Loans, as appropriate. Any such automatic conversion to Base Rate Loans or Canadian Prime Rate Loans shall be effective as of the last day of the continued with an Interest Period then of one month and in effect with respect to the applicable Eurodollar Rate Loansits original currency. If the Applicable Borrower Company requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Committed Loans in any such Committed Loan Notice, but fails to specify an Interest Period, they it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.
(b) Following receipt of a Committed Loan Notice for Domestic LoansNotice, the Administrative Agent shall will promptly notify each Lender of the amount (and currency) of its Pro Rata Share Applicable Percentage of the applicable Domestic Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Domestic BorrowerCompany, the Administrative Agent shall will notify each Lender of the details of any automatic conversion to Base Rate continuation of Committed Loans denominated in a currency other than US Dollars, in each case as described in Section 2.02(a). Following receipt of a Committed Loan Notice for Canadian Loans, the Canadian Administrative Agent shall promptly notify each Canadian Lender of the amount of its Canadian Pro Rata Share of the applicable Canadian Loans, and if no timely notice of a conversion or continuation is provided by the Borrowers, the Canadian Administrative Agent shall notify each Canadian Lender of the details of any automatic conversion to Canadian Prime Rate Loans described in Section 2.02(a)preceding subsection. In the case of a Committed Borrowing, each Lender shall will make the amount of its Domestic Committed Loan available to the Administrative Agent in immediately available funds Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 11:00 a.m.12:00 p.m., in the case of any Committed Loan denominated in US Dollars, and each Canadian Lender will make not later than the amount of its Canadian Loan available to Applicable Time specified by the Canadian Administrative Agent in Canadian Dollars at the Canadian Administrative Agent’s Office by 11:00 a.m. (Eastern time) case of any Committed Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Applicable Administrative Agent shall will make all funds so received available to the Applicable Borrower Company in like and same day funds as received by the Applicable Administrative Agent either by (i) crediting the account of the Applicable Borrower such Company on the books of Bank of America or BA Canada with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Applicable Administrative Agent by the Applicable BorrowerCompany; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing denominated in US Dollars is given by a Borrowerthe Company, there are unpaid amounts due in respect of Bankers’ Acceptances, in the case of McKesson Canada, or L/C Borrowings outstanding, in the case of the Domestic Borrowers, then the proceeds of such Borrowing shall be appliedBorrowing, first, will be applied to the payment in full of any such unpaid amounts and L/C Borrowings, and and, second, will be made available to the Applicable Borrower Company as provided above.
(c) Except as otherwise provided herein, a Eurodollar Eurocurrency Rate Committed Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Eurocurrency Rate Committed Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Committed Loans (whether in US Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Committed Loans denominated in an Alternative Currency be prepaid, or redenominated into US Dollars in the amount of the US Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto.
(d) The Administrative Agent shall will promptly notify the Applicable Borrower Company and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency Rate Committed Loans upon determination of such interest rate. The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall will notify the Domestic Borrowers Company and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Administrative Agent shall notify McKesson Canada and the Canadian Lenders of any change in BA Canada’s prime lending rate used in determining the Canadian Prime Rate promptly following the public announcement of such change.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall will not be more than ten Interest Periods in effect at any time with respect to Committed Loans.
(f) The Dollar Equivalent amount of any Borrowing in Canadian Dollars will be determined by the Canadian Administrative Agent for such Borrowing on the Computation Date therefor in accordance with Section 2.16(a) and shall be conclusive absent manifest error.
Appears in 1 contract
Samples: Credit Agreement (Starbucks Corp)
Borrowings, Conversions and Continuations of Committed Loans. (a) With respect to Domestic Loans, each Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans shall be made upon the applicable Domestic Borrower’s irrevocable notice to the Administrative Agent (or Canadian Sub-Agent, in the case of Tranche C), which may be given by telephone. Each such notice must be received by the Administrative Agent or the Canadian Sub-Agent, as applicable, not later than 9:00 a.m.
10:00 a.m. (Pacific time), (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans denominated in US Dollars or of any conversion of Eurodollar Eurocurrency Rate Loans denominated in US Dollars to Base Rate Committed Loans, and (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, (iii) on the requested date of any Borrowing of or conversion of Eurocurrency Rate Loans to Base Rate Committed Loans. With respect to Canadian Loans, each Borrowing, each conversion of Canadian Loans from one Type to the other and each continuation of Eurodollar Rate Loans shall be made upon McKesson Canada’s irrevocable notice to the Canadian Administrative Agent, which may be given by telephone. Each such notice must be received by the Canadian Administrative Agent not later than 11:00 a.m. (Eastern timeiv) (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Canadian Prime Rate Loans, and (ii) one Business Day prior to on the requested date of any Borrowing of Canadian Prime Rate LoansLoans and (v) as set forth in Section 2.15(a) for Bankers’ Acceptances or BA Equivalent Notes. Each telephonic notice by a Borrower pursuant to this NYDOCS03/828370 Section 2.02(a2.2(a) must be confirmed promptly by delivery to the Applicable Administrative Agent or Canadian Sub-Agent, as applicable, of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable BorrowerAdministrative Agent or Canadian Sub-Agent, as applicable. Each BorrowingExcept as otherwise provided in Section 2.15(a), each Borrowing of, conversion to or continuation of Domestic Loans shall be (x) for Loans other than Tranche C Loans denominated in Canadian Dollars, in a principal amount of $5,000,000 US$50,000,000 or a whole multiple of $1,000,000 US$5,000,000 in excess thereof and(or the Dollar Equivalent thereof); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR 50,000 or (y) for Tranche C Loans denominated in Canadian LoansDollars, in an aggregate minimum a principal amount of Cdn.$5,000,000 CDN$5,000,000 or any whole multiple integral multiples of Cdn.$1,000,000 CDN$1,000,000 in excess thereof. Except as provided in Section 2.03(c) and 2.04(g), each Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Applicable applicable Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Eurocurrency Rate Loans, (ii) the identity of the Borrower and the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the Applicable Currencycurrency of the Committed Loans to be borrowed. If any Borrower fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Applicable Committed Loans so requested shall be made in US Dollars. If any Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Applicable such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, (x) in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Canadian Dollars, Base Rate Loans or in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian Prime Dollars, such Loans shall be continued as Eurocurrency Rate Loans, as appropriateLoans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans or Canadian Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the Applicable applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, they it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.
(b) Following receipt of a Committed Loan Notice for Domestic LoansNotice, the Administrative Agent shall promptly notify each appropriate Lender of the contents thereof and the amount (and currency) of its Pro Rata Share of the applicable Domestic Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Domestic Borrower, the Administrative Agent shall notify each appropriate Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other than US Dollars, in each case as described in Section 2.02(a). Following receipt of a Committed Loan Notice for Canadian Loans, the Canadian Administrative Agent shall promptly notify each Canadian Lender of the amount of its Canadian Pro Rata Share of the applicable Canadian Loans, and if no timely notice of a conversion or continuation is provided by the Borrowers, the Canadian Administrative Agent shall notify each Canadian Lender of the details of any automatic conversion to Canadian Prime Rate Loans described in Section 2.02(a)preceding subsection. In the case of a Committed Borrowing, each appropriate Tranche A Lender, Tranche B Lender and Tranche D Lender shall make the amount of its Domestic Committed Loan available to the Administrative Agent Agent, and each appropriate Tranche C NYDOCS03/828370 Lender shall make the amount of its Committed Loan available to the Canadian Sub-Agent, in immediately available funds Same Day Funds at the Administrative Agent’s Office for the applicable currency or the office of the Canadian Sub-Agent located in Toronto, Canada, as the case may be, not later than 11:00 a.m., and each Canadian Lender will make the amount of its Canadian Loan available to the Canadian Administrative Agent in Canadian Dollars at the Canadian Administrative Agent’s Office by 11:00 a.m. (Eastern time) 1:00 p.m. on the Business Day specified, in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency, in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01)4.2, the Applicable Administrative Agent or the Canadian Sub-Agent, as the case may be, shall make all funds so received available to the Applicable applicable Borrower in like funds as received by the Applicable Administrative Agent or the Canadian Sub-Agent either by (i) crediting the account of the Applicable such Borrower on the books of Bank of America or BA Canada with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Applicable Administrative Agent or the Canadian Sub-Agent by the Applicable such Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by a Borrower, there are unpaid amounts due in respect of Bankers’ Acceptances, in the case of McKesson Canada, or L/C Borrowings outstanding, in the case of the Domestic Borrowers, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such unpaid amounts and L/C Borrowings, and second, to the Applicable Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Eurocurrency Rate Loan. During the existence of a an Event of Default, no Loans may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans (whether in US Dollars or any Alternative Currency) without the consent of the applicable Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto.
(d) The Administrative Agent shall promptly notify the Applicable applicable Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurodollar Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Domestic Borrowers applicable Borrower and the appropriate Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Administrative Sub-Agent shall notify McKesson Canada TCCI and the Canadian Tranche C Lenders of any change in BA Canada’s prime lending rate used in determining the Canadian Prime Rate promptly following the public announcement of such changea change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Bank.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten fifteen (15) Interest Periods in effect at any time with respect to Committed Loans.
(f) The Dollar Equivalent amount of any Borrowing in Canadian Dollars will be determined by the Canadian Administrative Agent for such Borrowing on the Computation Date therefor in accordance with Section 2.16(a) and shall be conclusive absent manifest error.
Appears in 1 contract
Samples: 364 Day Credit Agreement (Toyota Motor Credit Corp)
Borrowings, Conversions and Continuations of Committed Loans. (a) With respect to Domestic Loans, each Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Rate Loans Each Loan (other than a Swing Line Loan) shall be made upon as part of a Borrowing consisting of Loans of the same Facility, Class and Type made by the Lenders ratably in accordance with their respective Commitments of the applicable Domestic BorrowerClass. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder, provided, that, the Commitments of the Lenders are several and, other than as expressly provided herein with respect to a Defaulting Lender, no Lender shall be responsible for any other Lender’s irrevocable notice failure to make Loans as required hereby. 3775032.13
(b) Subject to Section 2.10, each Borrowing denominated in Dollars shall be comprised entirely of Base Rate Loans or Eurocurrency Rate Loans as the Administrative Agent, which Borrowers may be given by telephonerequest in accordance herewith. Each Borrowing denominated in Canadian Dollars shall be comprised entirely of Canadian Prime Rate Loans or BA Equivalent Loans as the Canadian Borrowers (or Lead Borrower on their behalf) may request in accordance herewith. Each Borrowing in Euros or Sterling shall be comprised entirely of Base Rate Loans or Eurocurrency Rate Loans denominated in such notice must currency. Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, that, any exercise of such option shall not affect the obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement.
(c) At the commencement of each Interest Period for any Eurocurrency Rate Loan, such Borrowing shall be received in an aggregate amount that is an integral multiple of $100,000 (or, in the case of any currency other than Dollars, an approximate equivalent thereof as determined by the Administrative Agent in its sole discretion) and not later less than 9:00 a.m.$500,000 (or, in the case of any currency other than Dollars, an approximate equivalent thereof as determined by the Administrative Agent in its sole discretion). Borrowings of Base Rate Loans and Canadian Prime Rate Loans may be in any amount. Borrowings of more than one Type may be outstanding at the same time; provided, that, there shall not at any time be more than a total of ten (10) Eurocurrency Rate Loans and BA Equivalent Loans outstanding under any Facility at the same time.
(id) three Business Days prior to At the requested date commencement of each Interest Period for any Borrowing ofof a BA Equivalent Loan, conversion such Borrowing shall be in an aggregate face amount that is an integral multiple of Cdn.$100,000 and not less than Cdn.$500,000.
(e) Notwithstanding any other provision of this Agreement, neither the Lead Borrower nor any Borrower shall be entitled to request, or continuation to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.
(f) To request a Borrowing, the Lead Borrower shall, pursuant to a Request for Credit Extension, notify the Administrative Agent of Eurodollar such request (A) in the case of Eurocurrency Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Committed BA Equivalent Loans, and (ii) on the requested date of any Borrowing of Base Rate Committed Loans. With respect to Canadian Loans, each Borrowing, each conversion of Canadian Loans from one Type to the other and each continuation of Eurodollar Rate Loans shall be made upon McKesson Canada’s irrevocable notice to the Canadian Administrative Agent, which may be given by telephone. Each such notice must be received by the Canadian Administrative Agent not later than 11:00 a.m. a.m., Local Time, three (Eastern time3) (i) three Business Days prior to before the requested date of any Borrowing ofthe proposed Borrowing, conversion to or continuation (B) in the case of Eurodollar Base Rate Loans denominated in Euros or Sterling (other than those under clause (A) above or in respect of any conversion a Swing Line Loan), not later than 11:00 a.m., Local Time, one (1) Business Day before the proposed Borrowing or (C) in the case of Eurodollar Base Rate Loans to (other than those under clause (B) above), or Canadian Prime Rate Loans, not later than 11:00 a.m., Local Time, on the date of the proposed Borrowing. Each such Request for Credit Extension shall be irrevocable and (ii) one Business Day prior shall be delivered by hand delivery or electronic transmission to the requested date of any Borrowing of Canadian Prime Rate Loans. Each telephonic notice by a Borrower pursuant to this Section 2.02(a) must Administrative Agent and shall be confirmed promptly by delivery to the Applicable Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Applicable Lead Borrower. Each Borrowing, conversion or continuation of Domestic Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof and, in the case of Canadian Loans, in an aggregate minimum amount of Cdn.$5,000,000 or any whole multiple of Cdn.$1,000,000 in excess thereof. Except as provided in Section 2.03(c) and 2.04(g), each Committed Loan Notice (whether telephonic or written) such Request for Credit Extension shall specify the following information:
(i) whether the Applicable Borrower is requesting a BorrowingFacility, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the identity of the Borrower Class and the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be convertedconverted and the currency thereof;
(ii) the aggregate amount of such Borrowing;
(iii) the date of such Borrowing, which shall be a Business Day;
(iv) whether such Borrowing is to be a Borrowing of a Base Rate Loan, a BA Equivalent Loan, a Canadian Prime Rate Loan or a Eurocurrency Rate Loan; 3775032.13
(v) if applicablein the case of a Eurocurrency Rate Loan, the duration initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period with respect thereto and Period”;
(vi) in the Applicable Currencycase of a BA Equivalent Loan, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and
(vii) the applicable Facility Lead Borrower’s account to which funds are to be disbursed, which shall comply with the requirements hereunder. If no election as to the Applicable Borrower fails to specify a Type of Committed Loan Borrowing of Revolving Loans is specified, then (A) a Borrowing of Revolving Loans requested in Dollars shall be a Committed Loan Notice Base Rate Loan, (B) a Borrowing of Canadian Revolving Loans requested in Canadian Dollars shall be a Canadian Prime Rate Loan, and (C) a Borrowing of U.K. Revolving Loans in Euros or if the Applicable Borrower fails Sterling shall be a Base Rate Loan. If no Interest Period is specified with respect to give a timely notice requesting a conversion or continuationany Borrowing of requested Eurocurrency Rate Loan, then the applicable Committed Loans Borrowers shall be made as, or converted to, Base Rate Loans or Canadian Prime Rate Loans, as appropriate. Any such automatic conversion to Base Rate Loans or Canadian Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, they will be deemed to have specified selected an Interest Period of one (1) month.
’s duration. If no Interest Period is specified with respect to a BA Equivalent Loan, then the Canadian Borrowers shall be deemed to have selected an Interest Period of one (b1) Following month. Promptly following receipt of a Committed Loan Notice for Domestic Loansborrowing request in accordance with this Section, the Administrative Agent shall promptly notify advise each applicable Lender of the details thereof and of the amount of its Pro Rata Share such Lender’s Loan to be made as part of the applicable Domestic Loans, and if no requested Borrowing.
(g) Unless payment is otherwise timely notice of a conversion or continuation is provided by the applicable Domestic Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.02(a). Following receipt of a Committed Loan Notice for Canadian Loans, the Canadian Administrative Agent shall promptly notify each Canadian Lender of the amount of its Canadian Pro Rata Share of the applicable Canadian Loans, and if no timely notice of a conversion or continuation is provided made by the Borrowers, the Canadian Administrative Agent shall notify each Canadian Lender of the details becoming due of any automatic conversion Obligations (whether principal, interest, fees, expenses or other amounts chargeable to the Borrowers) shall be deemed to be a request for a Base Rate Loan (or, with respect to the Canadian Loan Parties, Canadian Prime Rate Loans described in Section 2.02(a). In the case of a Borrowing, each Lender shall make the amount of its Domestic Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 11:00 a.m., and each Canadian Lender will make the amount of its Canadian Loan available to the Canadian Administrative Agent in Canadian Dollars at the Canadian Administrative Agent’s Office by 11:00 a.m. (Eastern timeLoans) on the Business Day specified due date, in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Applicable Agent shall make all funds so received available to the Applicable Borrower in like funds as received by the Applicable Agent either by (i) crediting the account of the Applicable Borrower on the books of Bank of America or BA Canada with the amount of such funds or (ii) wire transfer Obligation. The proceeds of such fundsBase Rate Loans (or, in each case with respect to the Canadian Loan Parties, Canadian Prime Rate Loans) shall be disbursed as direct payment of the relevant Obligation. All amounts owed by the Borrowers for costs and expenses under Section 10.04 shall be charged and paid in accordance with instructions provided to (and reasonably acceptable to) the Applicable Agent by the Applicable Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by a Borrower, there are unpaid amounts due in respect of Bankers’ Acceptances, in the case of McKesson Canada, or L/C Borrowings outstanding, in the case of the Domestic Borrowers, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such unpaid amounts and L/C Borrowings, and second, to the Applicable Borrower as provided aboveprovisions set forth therein.
(c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders.
(d) The Administrative Agent shall promptly notify the Applicable Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Domestic Borrowers and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Administrative Agent shall notify McKesson Canada and the Canadian Lenders of any change in BA Canada’s prime lending rate used in determining the Canadian Prime Rate promptly following the public announcement of such change.
(e) After giving effect to all Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten Interest Periods in effect at any time with respect to Committed Loans.
(f) The Dollar Equivalent amount of any Borrowing in Canadian Dollars will be determined by the Canadian Administrative Agent for such Borrowing on the Computation Date therefor in accordance with Section 2.16(a) and shall be conclusive absent manifest error.
Appears in 1 contract
Samples: Credit Agreement (Cdi Corp)
Borrowings, Conversions and Continuations of Committed Loans. (a) With respect to Domestic Loans, each Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans or continuation of Tranche C Loans shall be made upon the applicable Domestic Borrower’s irrevocable notice to the Administrative Agent (or Canadian Sub-Agent, in the case of Tranche B, or Australian Sub-Agent, in the case of Tranche C), which may be given by telephone. Each such notice must be received by the Administrative Applicable Agent not later than 10:00 a.m. (Pacific time) in the case of Tranche A Loans, 9:00 a.m.
a.m. (Pacific time) in the case of Tranche B Loans, and 9:00 a.m. (Pacific time) in the case of Tranche C Loans, (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans denominated in US Dollars or of any conversion of Eurodollar Base Rate Loans to Base Eurocurrency Rate Committed LoansLoans denominated in US Dollars, and (ii) on four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing of Base Rate Committed Loans. With respect to Canadian Loans, each Borrowing, each conversion of Canadian Loans from one Type to the other and each or continuation of Eurodollar Eurocurrency Rate Loans shall be made upon McKesson Canada’s irrevocable notice to the Canadian Administrative Agentdenominated in Alternative Currencies, which may be given by telephone. Each such notice must be received by the Canadian Administrative Agent not later than 11:00 a.m. (Eastern timeiii) (i) three four Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Tranche C Loans, (iv) on the requested date of any Borrowing of, or conversion of Eurocurrency Rate Loans or of any conversion of Eurodollar to, Base Rate Loans to Canadian Prime Rate Committed Loans, and (iiv) one Business Day prior to on the requested date of any Borrowing of Canadian Prime Rate LoansLoans and (vi) as set forth in Section 2.15(a) for Bankers’ Acceptances, Drafts or BA Equivalent Notes. Each telephonic notice by a Borrower pursuant to this Section 2.02(a2.2(a) must be confirmed promptly by delivery to the Applicable Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable BorrowerAgent. Each BorrowingExcept as otherwise provided in Section 2.15(a), each Borrowing of, conversion to or continuation of Domestic Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans, in a principal amount of $5,000,000 US$50,000,000 or a whole multiple of $US$1,000,000 in excess thereof and(or the Dollar Equivalent thereof); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or any other amount (or meeting any other criterion) as at any time ensures that it does not qualify as attracting funds from the “public” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y) for Tranche B Loans denominated in Canadian Dollars, in a principal amount of CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in an aggregate minimum a principal amount of Cdn.$5,000,000 A$5,000,000 or any whole multiple integral multiples of Cdn.$1,000,000 A$1,000,000 in excess thereof. Except as provided in Section 2.03(c) and 2.04(g), each Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Applicable applicable Borrower is is
requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Eurocurrency Rate Loans or Tranche C Loans, (ii) the identity of the Borrower and the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the Applicable Currencycurrency of the Committed Loans to be borrowed. If any Borrower (other than TFA) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Applicable Committed Loans so requested shall be made in US Dollars. If any Borrower (other than TFA) fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Applicable such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, (x) in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Canadian Dollars, Base Rate Loans or in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian Prime Dollars, such Loans shall be continued as Eurocurrency Rate Loans, as appropriateLoans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans or Canadian Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the Applicable applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, they it will be deemed to have specified an Interest Period of one month. If TFA requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.
(b) Following receipt of a Committed Loan Notice for Domestic LoansNotice, the Administrative Agent shall promptly notify each appropriate Lender of the contents thereof and the amount (and currency) of its Pro Rata Share of the applicable Domestic Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Domestic Borrower, the Administrative Agent shall notify each appropriate Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other than US Dollars, in each case as described in Section 2.02(a). Following receipt of a Committed Loan Notice for Canadian Loans, the Canadian Administrative Agent shall promptly notify each Canadian Lender of the amount of its Canadian Pro Rata Share of the applicable Canadian Loans, and if no timely notice of a conversion or continuation is provided by the Borrowers, the Canadian Administrative Agent shall notify each Canadian Lender of the details of any automatic conversion to Canadian Prime Rate Loans described in Section 2.02(a)preceding subsection. In the case of a Committed Borrowing, each Tranche A Lender shall make the amount of its Domestic Committed Loan available to the Administrative Agent, each Tranche B Lender shall make the amount of its Committed Loan available to the Canadian Sub-Agent and each Tranche C Lender shall make the amount of its Committed Loan available to the Australian Sub-Agent, in immediately available funds Same Day Funds at the Administrative Agent’s Office for the applicable currency, the office of the Canadian Sub-Agent located in Montreal, Canada, or the Australian Sub-Agent’s Office, as the case may be, not later than 11:00 a.m., and each Canadian Lender will make the amount of its Canadian Loan available to the Canadian Administrative Agent in Canadian Dollars at the Canadian Administrative Agent’s Office by 11:00 a.m. (Eastern time) 1:00 p.m. on the Business Day specified, in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency or Australian Dollars, in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01)4.2, the Applicable Agent shall make all funds so received available to the Applicable applicable Borrower in like funds as received by the Applicable Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent either by (i) crediting the account of the Applicable such Borrower on the books of Bank of America or BA Canada BNP Paribas with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Applicable Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent by the Applicable such Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by a Borrower, there are unpaid amounts due in respect of Bankers’ Acceptances, in the case of McKesson Canada, or L/C Borrowings outstanding, in the case of the Domestic Borrowers, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such unpaid amounts and L/C Borrowings, and second, to the Applicable Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Eurocurrency Rate Loan. During the existence of a an Event of Default, no Loans may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans (whether in US Dollars or any Alternative Currency) without the consent of the applicable Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. Except as otherwise provided herein, a Tranche C Loan may be continued only on the last day of an Interest Period for such Tranche C Loan.
(d) The Administrative Agent shall promptly notify the Applicable applicable Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurodollar Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. The Australian Sub-Agent shall promptly notify TFA and the appropriate Lenders of the interest rate applicable to any Interest Period for Tranche C Loans upon determination of such interest rate. The determination of the Bank Bxxx Rate by the Australian Sub-Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Domestic Borrowers applicable Borrower and the appropriate Lenders of any change in Bank of AmericaBNP Paribas’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Administrative Sub-Agent shall notify McKesson Canada TCCI and the Canadian Tranche B Lenders of any change in BA Canada’s prime lending rate used in determining the Canadian Prime Rate promptly following the public announcement of such changea change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Bank.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten fifteen (15) Interest Periods in effect at any time with respect to Committed Loans.
(f) The Dollar Equivalent amount Each Lender at its option may make any Loans by causing any domestic or foreign branch or Affiliate of such Lender to make such Loans; provided that any Borrowing in Canadian Dollars will be determined by exercise of such option shall not affect the Canadian Administrative Agent for obligation of the applicable Borrower to repay such Borrowing on the Computation Date therefor Loans in accordance with the terms of this Agreement and provided further that any exercise of such option shall not increase the Borrower’s obligations under Section 2.16(a) and shall be conclusive absent manifest error3.1 or Section 3.4.
Appears in 1 contract
Borrowings, Conversions and Continuations of Committed Loans. (a) With respect to Domestic Loans, each Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Term Rate Loans or continuation of Tranche C Loans shall be made upon the applicable Domestic Borrower’s irrevocable notice to the Administrative Agent (or Australian Sub-Agent, in the case of Tranche C), which may be given by telephone. Each such notice must be received by the Administrative Applicable Agent not later than 9:00 a.m.
12:00 noon (Central time) in the case of Tranche A Loans, 11:00 a.m. (Central time) in the case of Tranche B Loans, and 11:00 a.m. (Central time) in the case of Tranche C Loans, (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Term Rate Loans denominated in US Dollars or of any conversion of Eurodollar Base Rate Loans to Base Term Rate Committed LoansLoans denominated in US Dollars, and (ii) on the requested date of any Borrowing of Base Rate Committed Loans. With respect to Canadian Loans, each Borrowing, each conversion of Canadian Loans from one Type to the other and each continuation of Eurodollar Rate Loans shall be made upon McKesson Canada’s irrevocable notice to the Canadian Administrative Agent, which may be given by telephone. Each such notice must be received by the Canadian Administrative Agent not later than 11:00 a.m. (Eastern time) (i) three four Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Term Rate Loans denominated in Alternative Currencies or SXXXX Loans, (iii) four Business Days prior to the requested date of any Borrowing or continuation of Tranche C Loans, (iv) on the requested date of any Borrowing of, or conversion of Eurodollar Term Rate Loans denominated in US Dollars to Canadian Prime Base Rate Committed Loans, and (iiv) one Business Day prior to on the requested date of any Borrowing of Canadian Prime Rate Loans. Each telephonic notice by a Borrower pursuant to this Section 2.02(a2.2(a) must be confirmed promptly by delivery to the Applicable Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable BorrowerAgent. Each BorrowingBorrowing of, conversion to or continuation of Domestic Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans, in a principal amount of $5,000,000 US$50,000,000 or a whole multiple of $US$1,000,000 in excess thereof and(or the Dollar Equivalent thereof); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or any other amount (or meeting any other criterion) as at any time ensures that it does not qualify as attracting funds from the “public” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y) for Tranche B Loans denominated in Canadian Dollars, in a principal amount of CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in an aggregate minimum a principal amount of Cdn.$5,000,000 A$5,000,000 or any whole multiple integral multiples of Cdn.$1,000,000 A$1,000,000 in excess thereof. Except as provided in Section 2.03(c) and 2.04(g), each Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Applicable applicable Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Term Rate Loans or Tranche C Loans, (ii) the identity of the Borrower and the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the Applicable Currencycurrency of the Committed Loans to be borrowed. If any Borrower (other than the Applicable Tranche C Borrower) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the 34 Toyota - 364 Day Credit Agreement Committed Loans so requested shall be made in US Dollars. If any Borrower (other than the Tranche C Borrower) fails to specify a Type of Committed Loan (other than for Loans denominated in Sterling) in a Committed Loan Notice or if the Applicable such Borrower fails to give a timely notice requesting a conversion or continuationcontinuation of a Term Rate Loan, then the applicable Committed Loans shall be made as, or converted to, Base Rate (w) in the case of Committed Loans or for Tranche B denominated in Canadian Dollars, Canadian Prime Rate Loans, as appropriate(x) in the case of Committed Loans for Tranche A denominated in Canadian Dollars, Term Rate Loans in Canadian Dollars with an Interest Period of one month, (y) in the case of Committed Loans denominated in US Dollars, Base Rate Loans, and (z) in the case of Committed Loans denominated in Euro, Term Rate Loans in Euro with an Interest Period of one month. Any such automatic conversion to Base Rate Loans or Canadian Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Term Rate Loans. If the Applicable applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Term Rate Loans denominated in Canadian Dollars or Euro in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If the Tranche C Borrower requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, they it will be deemed to have specified an Interest Period of one month. Other than as expressly provided in this Agreement, no Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency. Notwithstanding the foregoing, if after giving effect to the making of any Tranche A Loans, Tranche B Loans or Tranche C Loans, the Unused Tranche A Commitment would be less than or equal to the Dollar Equivalent of EUR 300,000,000 (as determined by the Administrative Agent), then, only to the extent TKG has not borrowed EUR 300,000,000 as of the date such Loan is to be made, such Loans shall not be made without the consent of TKG (which consent may be waived only by TKG).
(b) Following receipt of a Committed Loan Notice for Domestic LoansNotice, the Administrative Agent shall promptly notify each appropriate Lender of the contents thereof and the amount (and currency) of its Pro Rata Share of the applicable Domestic Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Domestic Borrower, the Administrative Agent shall notify each appropriate Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.02(a). Following receipt of a Committed Loan Notice for Canadian Loans, the Canadian Administrative Agent shall promptly notify each Canadian Lender of the amount of its Canadian Pro Rata Share of the applicable Canadian Loans, and if no timely notice of a or conversion or continuation is provided by the Borrowersof Committed Loans denominated in Canadian Dollars or Euro, the Canadian Administrative Agent shall notify in each Canadian Lender of the details of any automatic conversion to Canadian Prime Rate Loans case as described in Section 2.02(a)the preceding subsection. In the case of a Committed Borrowing, each Tranche A Lender shall make the amount of its Domestic Committed Loan available to the Administrative Agent, each Tranche B Lender shall make the amount of its Committed Loan available to the Administrative Agent and each Tranche C Lender shall make the amount of its Committed Loan available to the Australian Sub-Agent, in immediately available funds Same Day Funds at the Administrative Agent’s Office for the applicable currency or the Australian Sub-Agent’s Office, as the case may be, not later than 11:00 a.m., and each Canadian Lender will make the amount of its Canadian Loan available to the Canadian Administrative Agent in Canadian Dollars at the Canadian Administrative Agent’s Office by 11:00 a.m. (Eastern time) 1:00 p.m. on the Business Day specified, in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency or Australian Dollars, in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01)4.2, the Applicable Agent shall make all funds so received available to the Applicable applicable Borrower in like funds as received by the Applicable Administrative Agent or the Australian Sub-Agent either by (i) crediting the account of the Applicable such Borrower on the books of Bank of America or BA Canada BNP Paribas with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Applicable Administrative Agent or the Australian Sub-Agent by the Applicable such Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by a Borrower, there are unpaid amounts due in respect of Bankers’ Acceptances, in the case of McKesson Canada, or L/C Borrowings outstanding, in the case of the Domestic Borrowers, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such unpaid amounts and L/C Borrowings, and second, to the Applicable Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Term Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Term Rate Loan. During the existence of a Defaultan Event of Default under Section 7.1(a) or Section 7.1(f), no Loans may be requested as, converted to or continued as Eurodollar Term Rate Loans without the consent of the applicable Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Term Rate Loans denominated in Euro or Term Rate Loans denominated in Canadian Dollars be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. Except as otherwise provided herein, a Tranche C Loan may be continued only on the last day of an Interest Period for such Tranche C Loan.
(d) The Administrative Agent shall promptly notify the Applicable applicable Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Eurodollar Term Rate Loans upon determination of such interest rate. The determination of the Eurodollar Term Rate by the Administrative Agent shall be conclusive in the absence of manifest error. The Australian Sub-Agent shall promptly notify the Tranche C Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Tranche C Loans upon determination of such interest rate. The determination of the Bank Bxxx Rate by the Australian Sub-Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Domestic Borrowers applicable Borrower and the appropriate Lenders of any change in Bank of AmericaBNP Paribas’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Administrative Agent shall notify McKesson Canada TCCI and the Canadian Tranche B Lenders of any change in BA Canada’s prime lending rate used in determining the Canadian Prime Rate promptly following the public announcement of such changea change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Bank.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten fifteen (15) Interest Periods in effect at any time with respect to Committed Loans.
(f) The Dollar Equivalent amount Each Lender at its option may make any Loans by causing any domestic or foreign branch or Affiliate of such Lender to make such Loans; provided that any Borrowing in Canadian Dollars will be determined by exercise of such option shall not affect the Canadian Administrative Agent for obligation of the applicable Borrower to repay such Borrowing on the Computation Date therefor Loans in accordance with the terms of this Agreement and provided further that any exercise of such option shall not increase the Borrower’s obligations under Section 2.16(a3.1 or Section 3.4.
(g) In connection with the use or administration of Term SOFR, Daily Simple SXXXX or SXXXX, the Administrative Agent will have the right, with the consent of TMCC to make Conforming Changes from time to time and, notwithstanding anything to the contrary 36 Toyota - 364 Day Credit Agreement herein, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement. The Administrative Agent will promptly notify the Borrowers and shall be conclusive absent manifest errorthe Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR, Daily Simple SXXXX or SXXXX.
Appears in 1 contract
Samples: 364 Day Credit Agreement (Toyota Motor Credit Corp)
Borrowings, Conversions and Continuations of Committed Loans. (a) With respect Interest Rate Elections.
(i) Domestic Committed Loans made to the Domestic Borrowers or to the Foreign Borrower shall be either Domestic Prime Rate Loans or LIBOR Rate Loans, each as the Parent, on behalf of the Domestic Borrowers or the Foreign Borrower, may request subject to and in accordance with this Section 2.02; provided that all Domestic Committed Loans made in Euros shall solely be Euribor Rate Loans and all Domestic Loans made in Sterling shall be LIBOR Rate Loans. All Swing Line Loans made to the Domestic Borrowers or the Foreign Borrower shall be only made in Dollars and shall be only Domestic Prime Rate Loans.
(ii) Canadian Committed Loans made to the Canadian Borrower or the Foreign Borrower shall be either Canadian Prime Rate Loans or BA Equivalent Loans (if made in CD$) or LIBOR Rate Loans or US Index Rate Loans (if in Dollars) as the Canadian Borrower or the Foreign Borrower may request subject to and in accordance with this Section 2.02; provided that provided that all Canadian Committed Loans made in Euros shall solely be Euribor Rate Loans and all Canadian Committed Loans made in Sterling shall be LIBOR Rate Loans. All Swing Line Loans made to the Canadian Borrower or the Foreign Borrower shall be made only in CD$ or Dollars and shall be only Canadian Prime Rate Loans or U.S. Index Rate Loans, as applicable.
(iii) Subject to the other provisions of this Section 2.02, Committed Borrowings of more than one Type may be incurred at the same time.
(b) Each Committed Borrowing, each conversion of a Committed Loans Loan from one Type to the otheranother, and each continuation of Eurodollar Rate Loans shall be made upon the applicable Domestic Borrower’s irrevocable notice of the Parent on behalf of the Domestic Borrowers, by the Canadian Borrower or by Foreign Borrower, as applicable, to the Administrative Agent or the Canadian Agent, as applicable, which may be given by telephone. Each such notice must be received by the Administrative Agent or the Canadian Agent not later than 9:00 a.m.
11:00 a.m. (i) three (3) Business Days prior to the requested date of any Committed Borrowing of, conversion to of or continuation of Eurodollar Euribor Rate Loans, LIBOR Rate Loans or BA Equivalent Loans or of any conversion of Eurodollar Rate any such Loans to Base Rate Committed LoansLoans of a different Type, and (ii) on the requested date of any Borrowing of Base Rate Committed Loans. With respect to Canadian Loans, each Borrowing, each conversion of Canadian Loans from one Type to the other and each continuation of Eurodollar Rate Loans shall be made upon McKesson Canada’s irrevocable notice to the Canadian Administrative Agent, which may be given by telephone. Each such notice must be received by the Canadian Administrative Agent not later than 11:00 a.m. four (Eastern time4) (i) three Business Days prior to the requested date of any Committed Borrowing to be made in an Optional Currency of, conversion to to, or continuation of Eurodollar Euribor Rate Loans, LIBOR Rate Loans or BA Equivalent Loans in an Optional Currency or of any conversion of Eurodollar Rate any such Loans to Canadian Prime Rate LoansLoans of a different Type, and (iiiii) one (1) Business Day prior to the requested date of any Committed Borrowing of any of Canadian Prime Rate Loans, Domestic Prime Rate Loans or US Index Rate Loans. Each telephonic notice by a Borrower pursuant to this Section 2.02(a2.02(b) must be confirmed promptly by delivery to the Applicable Administrative Agent or the Canadian Agent, as applicable, of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Applicable Parent, the Canadian Borrower or the Foreign Borrower, as applicable. Each BorrowingCommitted Borrowing of, conversion to or continuation of Domestic LIBOR Rate Loans, Euribor Rate Loans or BA Equivalent Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 in excess thereof and, in (or the case of Canadian Loans, in an aggregate minimum amount of Cdn.$5,000,000 or any whole multiple of Cdn.$1,000,000 in excess Equivalent Amount thereof). Except as provided in Section Sections 2.03(c) and 2.04(g2.04(c), each Committed Borrowing of or conversion to Canadian Prime Rate Loans , U.S. Index Rate Loans, or Domestic Prime Rate Loans, as applicable, shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or the Equivalent Amount thereof). Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Applicable Borrower request is requesting for a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar LIBOR Rate Loans, BA Equivalent Loans, or Euribor Rate Loans, (ii) the identity of the Borrower and the requested date of the Committed Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) whether such Committed Loan is to be made in Dollars, Canadian Dollars or another Optional Currency, and (vi) if applicable, the duration of the Interest Period with respect thereto and thereto, provided that any request for Optional Currency shall comply with the provisions of Section 2.02(b) hereof. If (vix) the Applicable Currency. If the Applicable Borrower request fails to specify a Type of Committed Loan in a Committed Loan Notice or the currency in which such Committed Loan is to be made or if the Applicable Borrower Parent, the Canadian Borrower, or the Foreign Borrower, as the case may be, fails to give a timely notice requesting of a conversion or continuationcontinuation of a LIBOR Rate Loan, Euribor Rate Loan, or a BA Equivalent Loan, then the applicable Committed Loans shall be made as, or converted to, Base Domestic Prime Rate Loans made in Dollars or Canadian Prime Rate LoansLoans made in CD$, as appropriateapplicable. Any such automatic conversion to Base Rate Loans or Canadian Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar LIBOR Rate Loans. If the Applicable Borrower requests a Borrowing of, conversion toEuribor Rate Loan or BA Equivalent Loans, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but (y) fails to specify an Interest PeriodPeriod for a LIBOR Rate Loan, they Euribor Rate Loan, or a BA Equivalent Loan, it will be deemed to have specified an Interest Period of one month. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a LIBOR Rate Loan, Euribor Rate Loan or a BA Equivalent Loan.
(bc) Following receipt of a Committed Loan Notice for Domestic LoansNotice, the Administrative Agent Agents shall promptly notify each Domestic Lender or Canadian Lender, as the case may be, of the amount of its Pro Rata Share Applicable Percentage of the applicable Domestic Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Parent, on behalf of the Domestic Borrower or by the Canadian Borrower or by the Foreign Borrower, the Administrative Agent Agents shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.02(a). Following receipt of a Committed Loan Notice for Canadian Loans, the Canadian Administrative Agent shall promptly notify each Canadian Lender of the amount of its Canadian Pro Rata Share of the applicable Canadian Loans, and if no timely notice of a conversion or continuation is provided by the Borrowers, the Canadian Administrative Agent shall notify each Canadian Lender of the details of any automatic conversion to Canadian Prime Rate Loans described in Section 2.02(a2.02(b). In the case of a Borrowing, Each Domestic Lender and each Canadian Lender shall make the amount of its Domestic applicable Committed Loan available to the Administrative Agent or the Canadian Agent, as the case may be, in immediately available funds at the Administrative applicable Agent’s Office not later than 11:00 a.m., and each Canadian Lender will make the amount of its Canadian Loan available to the Canadian Administrative Agent in Canadian Dollars at the Canadian Administrative Agent’s Office by 11:00 a.m. (Eastern time) 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Committed Borrowing is the initial Credit Extension, Section 4.01), the Applicable applicable Agent shall use reasonable efforts to make all funds so received available to the Applicable Borrower applicable Borrowers in like funds as received by no later than 4:00 p.m. (and, if such Borrowing is the initial Credit Extension, 4:00 p.m.) on the day of receipt by the Applicable Agent applicable Agent, either by (i) crediting either the account of the Applicable Parent, the Canadian Borrower or the Foreign Borrower, as applicable, on the books of Bank of America or BA Bank of America-Canada Branch, as applicable, with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Applicable applicable Agent by the Applicable Parent, the Canadian Borrower or by the Foreign Borrower; provided, however, that (A) if, on the date the a Committed Loan Notice with respect to such a Canadian Committed Borrowing is given by a the Canadian Borrower or the Foreign Borrower, as applicable, there are unpaid amounts due in respect of Bankers’ Acceptances, in the case of McKesson Canada, or Canadian L/C Borrowings outstanding, in the case of the Domestic Borrowers, then the proceeds of such Borrowing shall be appliedCanadian Committed Borrowing, first, shall be applied to the payment in full of any such unpaid amounts and Canadian L/C Borrowings, and second, shall be made available to the Applicable Canadian Borrower or the Foreign Borrower as provided above; or (B) if, on the date a Committed Loan Notice with respect to a Domestic Committed Borrowing is given by the Parent on behalf of the Domestic Borrowers or the Foreign Borrower, there are Domestic L/C Borrowings outstanding, then the proceeds of such Domestic Committed Borrowing, first, shall be applied to the payment in full of any such Domestic L/C Borrowings, and second, shall be made available to the Domestic Borrowers or the Foreign Borrower as provided above.
(cd) In the event that any Borrower fails to pay any interest, fee, service charge, Credit Party Expenses, or other payment to which any Lender or any Agent is entitled from the such Borrower pursuant hereto when due, or at any time after the occurrence and during the continuance of a Trigger Event, the applicable Agent, without the request of any Loan Party, may advance such interest, fee, service charge, Credit Party Expenses, or other payment to which any Lender or any Agent is entitled from the applicable Borrower pursuant hereto or any other Loan Document and may charge the same to the Loan Account with respect to the Domestic Credit Extensions or Canadian Credit Extensions, as applicable, notwithstanding that a Domestic Overadvance or a Canadian Overadvance may result thereby. The Agents shall advise the Parent of any such advance or charge by the Administrative Agent promptly after the making thereof, and the Canadian Agent shall advise the Canadian Borrower of any such advance or charge by the Canadian Agent promptly after the making thereof. Such action on the part of the Administrative Agent or the Canadian Agent shall not constitute a waiver of the applicable Credit Party’s rights and the applicable Borrowers’ obligations under Section 2.05(c). Any amount which is added to the principal balance of the applicable Loan Account as provided in this Section 2.02(c) shall be deemed to be a Domestic Prime Rate Loan or a Canadian Prime Rate Loan, as applicable.
(e) Except as otherwise provided herein, a Eurodollar LIBOR Rate Loan, a Euribor Rate Loan or a BA Equivalent Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of a an Event of Default, no Loans may be requested as, converted to or continued as Eurodollar LIBOR Rate Loans, Euribor Rate Loans or BA Equivalent Loans without the consent Consent of the Required Lenders.
(df) The Administrative applicable Agent shall promptly notify the Applicable Parent, the Canadian Borrower, the Foreign Borrower and the applicable Lenders of the interest rate applicable to any Interest Period for Eurodollar Euribor Rate Loans, BA Equivalent Loans, or LIBOR Rate Loans upon determination of such interest rate. The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Domestic Borrowers and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Administrative applicable Agent shall promptly notify McKesson Canada the Parent, the Canadian Borrower, the Foreign Borrower and the Canadian applicable Lenders of any change in BA Canada’s prime lending rate used in determining the U.S. Prime Rate, US Index Rate or Canadian Prime Rate promptly following the public announcement of such change.
(eg) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to another in accordance with the otherterms hereof, and all continuations of Committed Loans as the same Type, there shall not be more than ten five (5) Interest Periods in effect at any time with respect to Domestic Committed Loans and not be more than five (5) Interest Periods in effect with respect to Canadian Committed Loans.
(fh) None of the Agents, the Lenders, or the L/C Issuer shall have any obligation to make any Loan or to provide any Letter of Credit if an Overadvance would result. The Dollar Equivalent Administrative Agent may, in its discretion, make Permitted Domestic Overadvances without the consent of any Lender or any L/C Issuer and each Domestic Lender shall be bound thereby. The Canadian Agent may, in its discretion, make Permitted Canadian Overadvances without the consent of any Lender, or any L/C Issuer and each Canadian Lender shall be bound thereby. Any Permitted Overadvance may constitute a Swing Line Loan and shall bear interest at the U.S. Prime Rate or the Canadian Prime Rate, as applicable. All Permitted Overadvance are for the account of the applicable Borrowers and shall be repaid on demand. The making of any such Permitted Overadvance on any one occasion shall not obligate any Agent or any Lender to make or permit any Permitted Overadvance on any other occasion or to permit such Permitted Overadvances to remain outstanding. The making by any Agent of a Permitted Overadvance shall not modify or abrogate any of the provisions of Section 2.03 regarding the Lenders’ obligations to purchase participations with respect to Letters of Credit or of Section 2.04 regarding the Lenders’ obligations to purchase participations with respect to Swing Line Loans. Neither the Administrative Agent nor the Canadian Agent shall have any liability for, and no Loan Party or Credit Party shall have the right to, or shall, bring any claim of any kind whatsoever against the Administrative Agent or the Canadian Agent with respect to Unintentional Overadvances regardless of the amount of any Borrowing in Canadian Dollars will be determined by the Canadian Administrative Agent for such Borrowing on the Computation Date therefor in accordance with Section 2.16(a) and shall be conclusive absent manifest errorOveradvance(s).
Appears in 1 contract
Borrowings, Conversions and Continuations of Committed Loans. (a) With respect to Domestic Loans, each Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Committed Loans shall be made upon the applicable Domestic a Borrower’s irrevocable (subject to Section 3.03) notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 9:00 a.m.12:00 p.m.
(i) three Business Days prior to the requested date of (A) any Borrowing ofof Eurocurrency Rate Committed Loans (as to Canadian Dollars), (B) any continuation of Eurocurrency Rate Committed Loans (as to Canadian Dollars) or (C) any Borrowing of Canadian BA’s, (ii) two Business Days prior to the requested date of (A) any Borrowing of Eurocurrency Rate Committed Loans (with respect to Loans denominated in Dollars), or (B) any conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Eurocurrency Rate Committed LoansLoans (with respect to Loans denominated in Dollars), and (iiiii) on the requested date of any Borrowing of or conversion to Base Rate Committed Loans. With ; provided, however, that if such Borrower wishes to request Eurocurrency Rate Committed Loans (with respect to Canadian LoansLoans denominated in Dollars) having an Interest Period other than seven days, each Borrowingfourteen days, each conversion one month, two months, three months or six months in duration as provided in the definition of Canadian Loans from one Type to “Interest Period,” the other and each continuation of Eurodollar Rate Loans shall be made upon McKesson Canada’s irrevocable notice to the Canadian Administrative Agent, which may be given by telephone. Each such applicable notice must be received by the Canadian Administrative Agent not later than 11:00 a.m. (Eastern time) (i) 12:00 p.m. three Business Days prior to the requested date of any Borrowing ofsuch Borrowing, conversion or continuation, whereupon the Administrative Agent (x) shall give prompt notice to or continuation the Lenders of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans such request and determine whether the requested Interest Period is acceptable to Canadian Prime Rate Loans, all such Lenders and (iiy) one not later than 12:00 p.m., two Business Day prior to Days before the requested date of any Borrowing of Canadian Prime Rate Loanssuch Borrowing, conversion or continuation, shall notify such Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each telephonic notice by a Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Applicable Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Applicable such Borrower. Each BorrowingBorrowing of, conversion to or continuation of Domestic Eurocurrency Rate Committed Loans shall be (A) with respect to Loans denominated in Dollars, in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof and (B) with respect to Loans denominated in Canadian Dollars, in a principal amount of C$1,000,000 or a whole multiple of C$100,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 in excess thereof and, in the case of Canadian Loans, in an aggregate minimum amount of Cdn.$5,000,000 or any whole multiple of Cdn.$1,000,000 100,000 in excess thereof. Except as provided in Section 2.03(c) and 2.04(g), each Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Applicable such Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Eurocurrency Rate Committed Loans, (ii) the identity of the Borrower and the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continuedcontinued (or the aggregate face amount of the Canadian BA’s to be accepted, if applicable), (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (or the maturity of the Canadian BA’s, if applicable), (vi) the Applicable Currencycurrency of the Committed Loans to be borrowed and (vii) the applicable Borrower. If a Borrower fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Applicable Committed Loans so requested shall be made in Dollars. If a Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Applicable a Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, to Base Rate Loans or (with respect to Loans denominated in Dollars); provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in Canadian Prime Dollars, such Loans shall be continued as Eurocurrency Rate Loans, as appropriateLoans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans or Canadian Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Committed Loans. If the Applicable a Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Committed Loans in any such Committed Loan Notice, but fails to specify an Interest Period, they it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.
(b) Following receipt of a Committed Loan Notice for Domestic LoansNotice, the Administrative Agent shall promptly notify each Lender of the amount (and currency) of its Pro Rata Share Applicable Percentage of the applicable Domestic LoansCommitted Loans or Canadian BA’s, and if no timely notice of a conversion or continuation is provided by the applicable Domestic BorrowerCompany, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.02(a). Following receipt of a Committed Loan Notice for Canadian Loans, the Canadian Administrative Agent shall promptly notify each Canadian Lender of the amount of its Canadian Pro Rata Share of the applicable Canadian Loans, and if no timely notice of a conversion or continuation is provided by the Borrowers, the Canadian Administrative Agent shall notify each Canadian Lender of the details of any automatic conversion to Canadian Prime Rate Loans described in Section 2.02(a)preceding subsection. In the case of a Committed Borrowing, each Lender shall make the amount of its Domestic Committed Loan available to the Administrative Agent in immediately available funds Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 11:00 a.m.2:00 p.m., in the case of any Committed Loan denominated in Dollars, and each Canadian Lender will make not later than the amount of its Canadian Loan available to Applicable Time specified by the Canadian Administrative Agent in the case of any Committed Loan in Canadian Dollars at (or, in the case of Canadian Administrative Agent’s Office by 11:00 a.m. (Eastern timeBA’s, such amount with respect thereto in accordance with Section 4(b) of Schedule 2.01A), in each case on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Applicable Administrative Agent shall make all funds so received available to the Applicable applicable Borrower in like funds as received by the Applicable Agent Administrative Agent, at the Company’s election, either by (i) crediting the account of the Applicable such Borrower on the books of Bank of America or BA Canada with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Applicable Administrative Agent by the Applicable BorrowerCompany as set forth in the Committed Loan Notice; provided, however, that if, on immediately prior to delivery by the date applicable Borrower of the Committed Loan Notice with respect to such Borrowing is given by a BorrowerBorrowing, there are unpaid amounts due in respect of Bankers’ Acceptances, in the case of McKesson Canada, or L/C Borrowings in such currency outstanding, in the case of the Domestic Borrowers, then the proceeds of such Borrowing shall be appliedBorrowing, first, shall be applied to the payment in full of any such unpaid amounts and L/C Borrowings, and second, shall be made available to the Applicable applicable Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Eurocurrency Rate Committed Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Eurocurrency Rate Committed Loan. During Upon the existence occurrence and during the continuation of a an Event of Default, no Loans may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Committed Loans (whether in Dollars or Canadian Dollars) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in Canadian Dollars be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, in each case, on the last day of the then current Interest Period with respect thereto.
(d) The Administrative Agent shall promptly notify the Applicable Borrower Company and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency Rate Committed Loans upon determination of such interest rate. The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Domestic Borrowers Company and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Administrative Agent shall notify McKesson Canada and the Canadian Lenders of any change in BA Canada’s prime lending rate used in determining the Canadian Prime Rate effective date thereof promptly following the public announcement of such change.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten Interest Periods in effect at any one time with respect to Committed Loans.
(f) The Dollar Equivalent amount of any Borrowing in Canadian Dollars will be determined by the Canadian Administrative Agent for such Borrowing on the Computation Date therefor in accordance with Section 2.16(a) and shall be conclusive absent manifest error.
Appears in 1 contract
Samples: Third Amended and Restated Credit Agreement (Plains All American Pipeline Lp)
Borrowings, Conversions and Continuations of Committed Loans. (a) With respect to Domestic Loans, each Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans or continuation of Tranche C Loans shall be made upon the applicable Domestic Borrower’s irrevocable notice to the Administrative Agent (or Canadian Sub-Agent, in the case of Tranche B, or Australian Sub-Agent, in the case of Tranche C), which may be given by telephone. Each such notice must be received by the Administrative Applicable Agent not later than 10:00 a.m. (Pacific time) in the case of Tranche A Loans, 9:00 a.m.
a.m. (Pacific time) in the case of Tranche B Loans, and 9:00 a.m. (Pacific time) in the case of Tranche C Loans, (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans denominated in US Dollars or of any conversion of Eurodollar Base Rate Loans to Base Eurocurrency Rate Committed LoansLoans denominated in US Dollars, and (ii) on four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing of Base Rate Committed Loans. With respect to Canadian Loans, each Borrowing, each conversion of Canadian Loans from one Type to the other and each or continuation of Eurodollar Eurocurrency Rate Loans shall be made upon McKesson Canada’s irrevocable notice to the Canadian Administrative Agentdenominated in Alternative Currencies, which may be given by telephone. Each such notice must be received by the Canadian Administrative Agent not later than 11:00 a.m. (Eastern timeiii) (i) three four Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Tranche C Loans, (iv) on the requested date of any Borrowing of, or conversion of Eurocurrency Rate Loans or of any conversion of Eurodollar to, Base Rate Loans to Canadian Prime Rate Committed Loans, and (iiv) one Business Day prior to on the requested date of any Borrowing of Canadian Prime Rate LoansLoans and (vi) as set forth in Section 2.15(a) for Bankers’ Acceptances, Drafts or BA Equivalent Notes. Each telephonic notice by a Borrower pursuant to this Section 2.02(a2.2(a) must be confirmed promptly by delivery to the Applicable Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable BorrowerAgent. Each BorrowingExcept as otherwise provided in Section 2.15(a), each Borrowing of, conversion to or continuation of Domestic Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans, in a principal amount of $5,000,000 US$50,000,000 or a whole multiple of $US$1,000,000 in excess thereof and(or the Dollar Equivalent thereof); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or any other amount (or meeting any other criterion) as at any time ensures that it does not qualify as attracting funds from the “public” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y) for Tranche B Loans denominated in Canadian Dollars, in a principal amount of CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in an aggregate minimum a principal amount of Cdn.$5,000,000 A$5,000,000 or any whole multiple integral multiples of Cdn.$1,000,000 A$1,000,000 in excess thereof. Except as provided in Section 2.03(c) and 2.04(g), each Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Applicable applicable Borrower is Toyota – Five Year Credit Agreement (2015)
requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Eurocurrency Rate Loans or Tranche C Loans, (ii) the identity of the Borrower and the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the Applicable Currencycurrency of the Committed Loans to be borrowed. If any Borrower (other than TFA) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Applicable Committed Loans so requested shall be made in US Dollars. If any Borrower (other than TFA) fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Applicable such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, (x) in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Canadian Dollars, Base Rate Loans or in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian Prime Dollars, such Loans shall be continued as Eurocurrency Rate Loans, as appropriateLoans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans or Canadian Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the Applicable applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, they it will be deemed to have specified an Interest Period of one month. If TFA requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.
(b) Following receipt of a Committed Loan Notice for Domestic LoansNotice, the Administrative Agent shall promptly notify each appropriate Lender of the contents thereof and the amount (and currency) of its Pro Rata Share of the applicable Domestic Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Domestic Borrower, the Administrative Agent shall notify each appropriate Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other than US Dollars, in each case as described in Section 2.02(a). Following receipt of a Committed Loan Notice for Canadian Loans, the Canadian Administrative Agent shall promptly notify each Canadian Lender of the amount of its Canadian Pro Rata Share of the applicable Canadian Loans, and if no timely notice of a conversion or continuation is provided by the Borrowers, the Canadian Administrative Agent shall notify each Canadian Lender of the details of any automatic conversion to Canadian Prime Rate Loans described in Section 2.02(a)preceding subsection. In the case of a Committed Borrowing, each Tranche A Lender shall make the amount of its Domestic Committed Loan available to the Administrative Agent, each Tranche B Lender shall make the amount of its Committed Loan available to the Canadian Sub-Agent and each Tranche C Lender shall make the amount of its Committed Loan available to the Australian Sub-Agent, in immediately available funds Same Day Funds at the Administrative Agent’s Office for the applicable currency, the office of the Canadian Sub-Agent located in Montreal, Canada, or the Australian Sub-Agent’s Office, as the case may be, not later than 11:00 a.m., and each Canadian Lender will make the amount of its Canadian Loan available to the Canadian Administrative Agent in Canadian Dollars at the Canadian Administrative Agent’s Office by 11:00 a.m. (Eastern time) 1:00 p.m. on the Business Day specified, in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency or Australian Dollars, in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01)4.2, the Applicable Agent shall make all funds so received available to the Applicable applicable Borrower in like funds as received by the Applicable Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent either by (i) Toyota – Five Year Credit Agreement (2015) crediting the account of the Applicable such Borrower on the books of Bank of America or BA Canada BNP Paribas with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Applicable Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent by the Applicable such Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by a Borrower, there are unpaid amounts due in respect of Bankers’ Acceptances, in the case of McKesson Canada, or L/C Borrowings outstanding, in the case of the Domestic Borrowers, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such unpaid amounts and L/C Borrowings, and second, to the Applicable Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Eurocurrency Rate Loan. During the existence of a an Event of Default, no Loans may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans (whether in US Dollars or any Alternative Currency) without the consent of the applicable Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. Except as otherwise provided herein, a Tranche C Loan may be continued only on the last day of an Interest Period for such Tranche C Loan.
(d) The Administrative Agent shall promptly notify the Applicable applicable Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurodollar Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. The Australian Sub-Agent shall promptly notify TFA and the appropriate Lenders of the interest rate applicable to any Interest Period for Tranche C Loans upon determination of such interest rate. The determination of the Bank Bxxx Rate by the Australian Sub-Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Domestic Borrowers applicable Borrower and the appropriate Lenders of any change in Bank of AmericaBNP Paribas’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Administrative Sub-Agent shall notify McKesson Canada TCCI and the Canadian Tranche B Lenders of any change in BA Canada’s prime lending rate used in determining the Canadian Prime Rate promptly following the public announcement of such changea change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Bank.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten fifteen (15) Interest Periods in effect at any time with respect to Committed Loans.
(f) The Dollar Equivalent amount Each Lender at its option may make any Loans by causing any domestic or foreign branch or Affiliate of such Lender to make such Loans; provided that any Borrowing in Canadian Dollars will be determined by exercise of such option shall not affect the Canadian Administrative Agent for obligation of the applicable Borrower to repay such Borrowing on the Computation Date therefor Loans in accordance with the terms of this Agreement and provided further that any exercise of such option shall not increase the Borrower’s obligations under Section 2.16(a) and shall be conclusive absent manifest error3.1 or Section 3.4.
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Borrowings, Conversions and Continuations of Committed Loans. (a) With respect to Domestic Loans, each Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Rate Committed Loans shall be made upon the applicable Domestic Company’s or a Designated Borrower’s irrevocable notice to the Administrative Agent, which may may, in the case of a Committed Borrowing denominated in Dollars, be given by telephone(A) telephone or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice (provided that the lack of such prompt confirmation shall not affect the conclusiveness or binding effect of such telephonic notice). Each such notice Committed Loan Notice must be received by the Administrative Agent not later than 9:00 a.m.
12:00 noon (i) three Business Days prior to Applicable Time, in the requested date case of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base an Offshore Rate Committed Loans, and (ii) on the requested date of any Borrowing of Base Rate Committed Loans. With respect to Canadian Loans, each Borrowing, each conversion of Canadian Loans from one Type to the other and each continuation of Eurodollar Rate Loans shall be made upon McKesson Canada’s irrevocable notice to the Canadian Administrative Agent, which may be given by telephone. Each such notice must be received by the Canadian Administrative Agent not later than 11:00 a.m. (Eastern timeLoan denominated in an Offshore Currency) (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Offshore Rate Committed Loans denominated in Dollars, Canadian Dollars, euro, British Pounds Sterling, Swiss Francs, Japanese Yen, Australian Dollars or of any conversion of Eurodollar Rate Loans to Canadian Prime Rate LoansNew Zealand Dollars, and (ii) one five Business Day Days prior to the requested date of any Borrowing of, conversion to or continuation of Canadian Prime an Offshore Rate Committed Loan denominated in any other Committed Loan Offshore Currency and (iii) on the requested date of any Borrowing of Base Rate Committed Loans or of any conversion of Offshore Rate Committed Loans denominated in Dollars to Base Rate Committed Loans. Each telephonic ; provided, however, that if the Company wishes to request Offshore Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period”, the applicable notice by a Borrower pursuant to this Section 2.02(a) must be confirmed promptly received by delivery the Administrative Agent not later than 12:00 noon (Applicable Time, in the case of an Offshore Rate Committed Loan denominated in an Offshore Currency) (i) three Business Days prior to the Applicable Agent requested date of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Applicable Borrower. Each such Borrowing, conversion or continuation of Domestic Offshore Rate Committed Loans denominated in Dollars, (ii) four Business Days prior to the requested date of such Borrowing, conversion or continuation of Offshore Rate Loans denominated in Canadian Dollars, euro, British Pounds Sterling, Swiss Francs, Japanese Yen, Australian Dollars or New Zealand Dollars or (iii) six Business Days prior to the requested date of such Borrowing, conversion or continuation of Offshore Rate Committed Loans denominated in any other Committed Loan Offshore Currency, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 1:00 p.m. (Applicable Time, in the case of an Offshore Rate Committed Loan denominated in an Offshore Currency), (i) three Business Days before the requested date of such Borrowing, conversion or continuation of Offshore Rate Loans denominated in Dollars, Canadian Dollars, euro, British Pounds Sterling, Swiss Francs, Japanese Yen, Australian Dollars and New Zealand Dollars or (ii) five Business Days prior to the requested date of such Borrowing, conversion or continuation of Offshore Rate Loans denominated in any other Committed Loan Offshore Currency, the Administrative Agent shall notify the Company or the applicable Designated Borrower, as the case may be, (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each Borrowing of, conversion to or continuation of Offshore Rate Committed Loans in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof andthereof, and each Borrowing of, conversion to or continuation of Offshore Rate Committed Loans in the case of Canadian Loans, a Committed Loan Offshore Currency shall be in an aggregate a minimum principal amount of Cdn.$5,000,000 or any whole multiple the Dollar Equivalent Amount of Cdn.$1,000,000 in excess thereof$5,000,000. Except as provided in Section 2.03(cSections 2.04(c) and 2.04(g2.05(c), each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Applicable Company or the applicable Designated Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Offshore Rate Committed Loans, (ii) the identity of the Borrower and the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and thereto, (vi) the Applicable Currencycurrency of the Committed Loans to be borrowed and (vii) if applicable, the Designated Borrower. If the Applicable Company or the applicable Designated Borrower fails to specify a currency in a Committed Loan Notice requesting (x) a Borrowing, then the Committed Loans so requested shall not be advanced, or (y) a continuation, then the Committed Loans shall be continued in the existing currency. If the Company fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Applicable Borrower Company fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, or continued as, (i) in the case of an Offshore Rate Loan denominated in an Offshore Currency, an Offshore Rate Loan having an Interest Period of one month or (ii) in the case of an Offshore Rate Loan denominated in Dollars, a Base Rate Loans or Canadian Prime Rate Loans, as appropriateLoan. Any such automatic conversion to Base continuation of an Offshore Rate Loans or Canadian Prime Rate Loans Committed Loan shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Offshore Rate Committed Loans. If the Applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, they will be deemed to have specified an Interest Period of one month.
(b) Following receipt of a Committed Loan Notice for Domestic Loans, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of the applicable Domestic Loans, and if no timely notice of a conversion or continuation is provided by the applicable Domestic BorrowerCompany, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base or continuation of Offshore Rate Committed Loans. If the Company requests a Borrowing of, conversion to, or continuation of Offshore Rate Committed Loans described in Section 2.02(a). Following receipt of any such Committed Loan Notice, whether requested in Dollars or in a Committed Loan Notice for Canadian LoansOffshore Currency, the Canadian Administrative Agent shall promptly notify each Canadian Lender but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of the amount of its Canadian Pro Rata Share of the applicable Canadian Loans, and if no timely notice of a conversion or continuation is provided by the Borrowers, the Canadian Administrative Agent shall notify each Canadian Lender of the details of any automatic conversion to Canadian Prime Rate Loans described in Section 2.02(a)one month. In the case of a Borrowing, each Lender shall make the amount of its Domestic Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 11:00 a.m., and each Canadian Lender will make the amount of its Canadian Loan available to the Canadian Administrative Agent in Canadian Dollars at the Canadian Administrative Agent’s Office by 11:00 a.m. (Eastern time) on the Business Day specified in the applicable No Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Applicable Agent shall make all funds so received available to the Applicable Borrower in like funds as received by the Applicable Agent either by (i) crediting the account of the Applicable Borrower on the books of Bank of America or BA Canada with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Applicable Agent by the Applicable Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by a Borrower, there are unpaid amounts due in respect of Bankers’ Acceptances, in the case of McKesson Canada, or L/C Borrowings outstanding, in the case of the Domestic Borrowers, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such unpaid amounts and L/C Borrowings, and second, to the Applicable Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of a Default, no Loans may be requested as, converted to into or continued as Eurodollar Rate Loans without a Committed Loan denominated in a different currency than as originally borrowed, but instead must be repaid in the consent of the Required Lenders.
(d) The Administrative Agent shall promptly notify the Applicable Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination original currency of such interest rateCommitted Loan and reborrowed in such different currency. The determination Only Committed Loans in Dollars are subject to conversion; Offshore Currency Committed Loans may only be continued or repaid. Part I of Schedule 1.01C summarizes the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Domestic Borrowers and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Administrative Agent shall notify McKesson Canada and the Canadian Lenders of any change in BA Canada’s prime lending rate used in determining the Canadian Prime Rate promptly following the public announcement of such change.
(e) After giving effect to all protocols for Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten Interest Periods in effect at any time with respect to Committed Loans.
(f) The Dollar Equivalent amount of any Borrowing in Canadian Dollars will be determined by the Canadian Administrative Agent for such Borrowing on the Computation Date therefor in accordance with Section 2.16(a) and shall be conclusive absent manifest error.
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Samples: Credit Agreement (Stryker Corp)
Borrowings, Conversions and Continuations of Committed Loans. (a) With respect to Domestic Loans, each Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans shall be made upon the applicable Domestic BorrowerCompany’s irrevocable notice to the Administrative Agent, which may be given by telephone(A) telephone or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such notice Committed Loan Notice must be received by the Administrative Agent not later than 9:00 a.m.
Noon (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans denominated in Dollars, Canadian Dollars or Mexican Pesos or of any conversion of Eurodollar Eurocurrency Rate Loans denominated in Dollars, Canadian Dollars or Mexican Pesos to Base Rate Committed Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies (other than Canadian Dollars or Mexican Pesos), and (iiiii) on the requested date of any Borrowing of Base Rate Committed Loans. With respect ; provided, however, that if the Company wishes to Canadian Loans, each Borrowing, each conversion of Canadian Loans from one Type to the other and each continuation of Eurodollar request Eurocurrency Rate Loans shall be made upon McKesson Canada’s irrevocable notice to having an Interest Period other than one week or one, two, three or six months in duration as provided in the Canadian Administrative Agent, which may be given by telephone. Each such definition of “Interest Period,” the applicable notice must be received by the Canadian Administrative Agent not later than 11:00 a.m. (Eastern time) Noon (i) three four Business Days prior to the requested date of any such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Dollars, Canadian Dollars or Mexican Pesos, or (ii) five Business Days (or six Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies (other than Canadian Dollars or Mexican Pesos), whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than Noon, (i) three Business Days before the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Dollars, Canadian Dollars or Mexican Pesos, or (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies (other than Canadian Dollars or Mexican Pesos), the Administrative Agent shall notify the Company (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders (it being understood that Lender consent is not needed for requested Interest Periods of one, two, three or six months in duration). Each Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans or of any conversion of Eurodollar Rate Loans to Canadian Prime Rate Loans, and (ii) one Business Day prior to the requested date of any Borrowing of Canadian Prime Rate Loans. Each telephonic notice by a Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Applicable Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Applicable Borrower. Each Borrowing, conversion or continuation of Domestic Loans shall be in a principal amount of $5,000,000 2,000,000 or a whole multiple of $1,000,000 in excess thereof and(or, in the case of Canadian LoansEurocurrency Rate Loans denominated in Alternative Currencies, in an aggregate minimum amount of Cdn.$5,000,000 or any whole multiple of Cdn.$1,000,000 in excess the dollar equivalent thereof). Except as provided in Section Sections 2.03(c) and 2.04(g2.04(c), each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Applicable Borrower Company is requesting a Committed (USD/MC) Borrowing, a Committed (MXN) Borrowing, a conversion of Committed (USD/MC) Loans from one Type to the other, or a continuation of Eurodollar Eurocurrency Rate Loans, (ii) the identity of the Borrower and the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed (USD/MC) Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and thereto, (vi) the Applicable Currencycurrency of the Committed Loans to be borrowed, and (vii) if applicable, the Designated Borrower. If the Applicable Borrower Company fails to specify a currency in a Committed Loan Notice requesting (i) a Borrowing other than a Committed (MXN) Borrowing, then the Committed Loans so requested shall be made in Dollars and (ii) a Committed (MXN) Borrowing, then the Committed Loans so requested shall be made in Mexican Pesos. If the Company fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Applicable Borrower Company fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Eurocurrency Rate Loans or Canadian Prime Rate Loansin their original currency (or, as appropriate. Any such automatic conversion to Base Rate Loans or Canadian Prime Rate Loans shall be effective as of the last day of the if a new Committed Loan, Dollars) with an Interest Period then in effect with respect to the applicable Eurodollar Rate Loansof one month. If the Applicable Borrower Company requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, they it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency. Notwithstanding anything herein to the contrary, (i) the Company shall not be entitled to request, on behalf of any Designated Mexican Borrower, any Loan other than a Committed (MXN) Loan and (ii) the Company shall not be entitled to request, on behalf of any Borrower other than a Designated Mexican Borrower, a Committed (MXN) Loan.
(b) Following receipt of a Committed Loan Notice for Domestic LoansNotice, the Administrative Agent shall promptly notify each Lender of the amount (and currency) of its Pro Rata Share Applicable Percentage of the applicable Domestic Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Domestic BorrowerCompany, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other than Dollars, in each case as described in Section 2.02(a). Following receipt of a Committed Loan Notice for Canadian Loans, the Canadian Administrative Agent shall promptly notify each Canadian Lender of the amount of its Canadian Pro Rata Share of the applicable Canadian Loans, and if no timely notice of a conversion or continuation is provided by the Borrowers, the Canadian Administrative Agent shall notify each Canadian Lender of the details of any automatic conversion to Canadian Prime Rate Loans described in Section 2.02(a)preceding subsection. In the case of a Committed Borrowing, each Lender shall make the amount of its Domestic Committed Loan available to the Administrative Agent in immediately available funds Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 11:00 a.m.1:00 p.m., in the case of any Committed Loan denominated in Dollars, and each Canadian Lender will make not later than the amount of its Canadian Loan available to Applicable Time specified by the Canadian Administrative Agent in Canadian Dollars at the Canadian Administrative Agent’s Office by 11:00 a.m. (Eastern time) case of any Committed Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is (i) the initial Credit Extension, Section 4.014.01 and (ii) a Borrowing of Committed (MXN) Loans, Section 4.03), the Applicable Administrative Agent shall make all funds so received available to the Applicable Company or the other applicable Borrower in like funds as received by the Applicable Administrative Agent either by (i) crediting the account of the Applicable such Borrower on the books of Bank of America or BA Canada with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Applicable Administrative Agent by the Applicable BorrowerCompany; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing denominated in Dollars is given by a Borrowerthe Company, there are unpaid amounts due in respect of Bankers’ Acceptances, in the case of McKesson Canada, or L/C Borrowings outstanding, in the case of the Domestic Borrowers, then the proceeds of such Borrowing shall be appliedBorrowing, first, shall be applied to the payment in full of any such unpaid amounts and L/C Borrowings, and and, second, shall be made available to the Applicable applicable Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Eurocurrency Rate Loan. During Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the existence Administrative Agent, at the request of a Defaultthe Required Lenders, so notifies the Company, then, so long as an Event of Default is continuing, (i) no Loans outstanding Borrowing denominated in Dollars may be requested as, converted to or continued as Eurodollar a Eurocurrency Rate Loans without Loan, (ii) unless repaid, each Eurocurrency Rate Loan denominated in Dollars shall be converted to a Base Rate Loan at the consent end of the Required LendersInterest Period applicable thereto and (iii) unless repaid, each Eurocurrency Rate Loan denominated in an Alternative Currency shall automatically be continued as a Eurocurrency Rate with an Interest Period of one month.
(d) The Administrative Agent shall promptly notify the Applicable Borrower Company and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Domestic Borrowers and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Administrative Agent shall notify McKesson Canada and the Canadian Lenders of any change in BA Canada’s prime lending rate used in determining the Canadian Prime Rate promptly following the public announcement of such change.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten twelve Interest Periods in effect at any time with respect to Committed Loans.
(f) The Dollar Equivalent amount of any Borrowing in Canadian Dollars will be determined by the Canadian Administrative Agent for such Borrowing on the Computation Date therefor in accordance with Section 2.16(a) and shall be conclusive absent manifest error.
Appears in 1 contract
Samples: Credit Agreement (Watsco Inc)
Borrowings, Conversions and Continuations of Committed Loans. (a) With respect Interest Rate Elections.
(i) Domestic Committed Loans made to the Domestic Borrowers or to the Foreign Borrower shall be either Domestic Prime Rate Loans or LIBOR Rate Loans, each as the Parent, on behalf of the Domestic Borrowers or the Foreign Borrower, may request subject to and in accordance with this Section 2.02; provided that all Domestic Committed Loans made in Euros shall solely be Euribor Rate Loans and all Domestic Loans made in Sterling shall be LIBOR Rate Loans. All Swing Line Loans made to the Domestic Borrowers or the Foreign Borrower shall be only made in Dollars and shall be only Domestic Prime Rate Loans.
(ii) Canadian Committed Loans made to the Canadian Borrower or the Foreign Borrower shall be either Canadian Prime Rate Loans or BA Equivalent Loans (if made in CD$) or LIBOR Rate Loans or US Index Rate Loans (if in Dollars) as the Canadian Borrower or the Foreign Borrower may request subject to and in accordance with this Section 2.02; provided that provided that all Canadian Committed Loans made in Euros shall solely be Euribor Rate Loans and all Canadian Committed Loans made in Sterling shall be LIBOR Rate Loans. All Swing Line Loans made to the Canadian Borrower or the Foreign Borrower shall be made only in CD$ or Dollars and shall be only Canadian Prime Rate Loans or U.S. Index Rate Loans, as applicable.
(iii) Subject to the other provisions of this Section 2.02, Committed Borrowings of more than one Type may be incurred at the same time.
(b) Each Committed Borrowing, each conversion of a Committed Loans Loan from one Type to the otheranother, and each continuation of Eurodollar Rate Loans shall be made upon the applicable Domestic Borrower’s irrevocable notice of the Parent on behalf of the Domestic Borrowers, by the Canadian Borrower or by Foreign Borrower, as applicable, to the Administrative Agent or the Canadian Agent, as applicable, which may be given by telephone. Each such notice must be received by the Administrative Agent or the Canadian Agent not later than 9:00 a.m.
11:00 a.m. (i) three (3) Business Days prior to the requested date of any Committed Borrowing of, conversion to of or continuation of Eurodollar Euribor Rate Loans, LIBOR Rate Loans or BA Equivalent Loans or of any conversion of Eurodollar Rate any such Loans to Base Rate Committed LoansLoans of a different Type, and (ii) on the requested date of any Borrowing of Base Rate Committed Loans. With respect to Canadian Loans, each Borrowing, each conversion of Canadian Loans from one Type to the other and each continuation of Eurodollar Rate Loans shall be made upon McKesson Canada’s irrevocable notice to the Canadian Administrative Agent, which may be given by telephone. Each such notice must be received by the Canadian Administrative Agent not later than 11:00 a.m. four (Eastern time4) (i) three Business Days prior to the requested date of any Committed Borrowing to be made in an Optional Currency of, conversion to to, or continuation of Eurodollar Euribor Rate Loans, LIBOR Rate Loans or BA Equivalent Loans in an Optional Currency or of any conversion of Eurodollar Rate any such Loans to Loans of a different Type, and (iii) on the requested date of any Committed Borrowing of any of Canadian Prime Rate Loans, and (ii) one Business Day prior to the requested date of any Borrowing of Canadian Domestic Prime Rate Loans or US Index Rate Loans. Each telephonic notice by a Borrower pursuant to this Section 2.02(a2.02(b) must be confirmed promptly by delivery to the Applicable Administrative Agent or the Canadian Agent, as applicable, of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Applicable Parent, the Canadian Borrower or the Foreign Borrower, as applicable. Each BorrowingCommitted Borrowing of, conversion to or continuation of Domestic LIBOR Rate Loans, Euribor Rate Loans or BA Equivalent Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 in excess thereof and, in (or the case of Canadian Loans, in an aggregate minimum amount of Cdn.$5,000,000 or any whole multiple of Cdn.$1,000,000 in excess Equivalent Amount thereof). Except as provided in Section Sections 2.03(c) and 2.04(g2.04(c), each Committed Borrowing of or conversion to Canadian Prime Rate Loans , U.S. Index Rate Loans, or Domestic Prime Rate Loans, as applicable, shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or the Equivalent Amount thereof). Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Applicable Borrower request is requesting for a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar LIBOR Rate Loans, BA Equivalent Loans, or Euribor Rate Loans, (ii) the identity of the Borrower and the requested date of the Committed Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) whether such Committed Loan is to be made in Dollars, Canadian Dollars or another Optional Currency, and (vi) if applicable, the duration of the Interest Period with respect thereto and thereto, provided that any request for Optional Currency shall comply with the provisions of Section 2.02(b) hereof. If (vix) the Applicable Currency. If the Applicable Borrower request fails to specify a Type of Committed Loan in a Committed Loan Notice or the currency in which such Committed Loan is to be made or if the Applicable Borrower Parent, the Canadian Borrower, or the Foreign Borrower, as the case may be, fails to give a timely notice requesting of a conversion or continuationcontinuation of a LIBOR Rate Loan, Euribor Rate Loan, or a BA Equivalent Loan, then the applicable Committed Loans shall be made as, or converted to, Base Domestic Prime Rate Loans made in Dollars or Canadian Prime Rate LoansLoans made in CD$, as appropriateapplicable. Any such automatic conversion to Base Rate Loans or Canadian Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar LIBOR Rate Loans. If the Applicable Borrower requests a Borrowing of, conversion toEuribor Rate Loan or BA Equivalent Loans, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but (y) fails to specify an Interest PeriodPeriod for a LIBOR Rate Loan, they Euribor Rate Loan, or a BA Equivalent Loan, it will be deemed to have specified an Interest Period of one month. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a LIBOR Rate Loan, Euribor Rate Loan or a BA Equivalent Loan.
(bc) Following receipt of a Committed Loan Notice for Domestic LoansNotice, the Administrative Agent Agents shall promptly notify each Domestic Lender or Canadian Lender, as the case may be, of the amount of its Pro Rata Share of the applicable Domestic Loans, and if no timely notice of a conversion or continuation is provided by the applicable Domestic Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.02(a). Following receipt of a Committed Loan Notice for Canadian Loans, the Canadian Administrative Agent shall promptly notify each Canadian Lender of the amount of its Canadian Pro Rata Share of the applicable Canadian Loans, and if no timely notice of a conversion or continuation is provided by the Borrowers, the Canadian Administrative Agent shall notify each Canadian Lender of the details of any automatic conversion to Canadian Prime Rate Loans described in Section 2.02(a). In the case of a Borrowing, each Lender shall make the amount of its Domestic Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 11:00 a.m., and each Canadian Lender will make the amount of its Canadian Loan available to the Canadian Administrative Agent in Canadian Dollars at the Canadian Administrative Agent’s Office by 11:00 a.m. (Eastern time) on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Applicable Agent shall make all funds so received available to the Applicable Borrower in like funds as received by the Applicable Agent either by (i) crediting the account of the Applicable Borrower on the books of Bank of America or BA Canada with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Applicable Agent by the Applicable Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by a Borrower, there are unpaid amounts due in respect of Bankers’ Acceptances, in the case of McKesson Canada, or L/C Borrowings outstanding, in the case of the Domestic Borrowers, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such unpaid amounts and L/C Borrowings, and second, to the Applicable Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders.
(d) The Administrative Agent shall promptly notify the Applicable Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Domestic Borrowers and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Administrative Agent shall notify McKesson Canada and the Canadian Lenders of any change in BA Canada’s prime lending rate used in determining the Canadian Prime Rate promptly following the public announcement of such change.
(e) After giving effect to all Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten Interest Periods in effect at any time with respect to Committed Loans.
(f) The Dollar Equivalent amount of any Borrowing in Canadian Dollars will be determined by the Canadian Administrative Agent for such Borrowing on the Computation Date therefor in accordance with Section 2.16(a) and shall be conclusive absent manifest error.Applicable
Appears in 1 contract
Borrowings, Conversions and Continuations of Committed Loans. (a) With respect to Domestic Loans, each Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Rate Committed Loans shall be made upon the applicable Domestic Company’s or a Designated Borrower’s irrevocable notice to the Administrative Agent, which may may, in the case of a Committed Borrowing denominated in Dollars, be given by telephone. Each such notice must be received by the Administrative Agent not later than 9:00 a.m.
12:00 noon (i) three Business Days prior to Applicable Time, in the requested date case of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base an Offshore Rate Committed Loans, and (ii) on the requested date of any Borrowing of Base Rate Committed Loans. With respect to Canadian Loans, each Borrowing, each conversion of Canadian Loans from one Type to the other and each continuation of Eurodollar Rate Loans shall be made upon McKesson Canada’s irrevocable notice to the Canadian Administrative Agent, which may be given by telephone. Each such notice must be received by the Canadian Administrative Agent not later than 11:00 a.m. (Eastern timeLoan denominated in an Offshore Currency) (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Offshore Rate Committed Loans denominated in Dollars, Canadian Dollars, euro, British Pounds Sterling, Swiss Francs, Japanese Yen, Australian Dollars or of any conversion of Eurodollar Rate Loans to Canadian Prime Rate LoansNew Zealand Dollars, and (ii) one five Business Day Days prior to the requested date of any Borrowing of, conversion to or continuation of an Offshore Rate Committed Loan denominated in any other Committed Loan Offshore Currency and (iii) on the requested date of any Borrowing of Base Rate Committed Loans or of any conversion of Offshore Rate Committed Loans Exhibit 4.1 denominated in Dollars to Base Rate Committed Loans; provided, however, that if the Company wishes to request Offshore Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 12:00 noon (Applicable Time, in the case of an Offshore Rate Committed Loan denominated in an Offshore Currency) (i) three Business Days prior to the requested date of such Borrowing, conversion or continuation of Offshore Rate Committed Loans denominated in Dollars, (ii) four Business Days prior to the requested date of such Borrowing, conversion or continuation of Offshore Rate Loans denominated in Canadian Prime Dollars, euro, British Pounds Sterling, Swiss Francs, Japanese Yen, Australian Dollars or New Zealand Dollars or (iii) six Business Days prior to the requested date of such Borrowing, conversion or continuation of Offshore Rate LoansCommitted Loans denominated in any other Committed Loan Offshore Currency, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Each Not later than 1:00 p.m. (Applicable Time, in the case of an Offshore Rate Committed Loan denominated in an Offshore Currency), (i) three Business Days before the requested date of such Borrowing, conversion or continuation of Offshore Rate Loans denominated in Dollars, Canadian Dollars, euro, British Pounds Sterling, Swiss Francs, Japanese Yen, Australian Dollars and New Zealand Dollars or (ii) five Business Days prior to the requested date of such Borrowing, conversion or continuation of Offshore Rate Loans denominated in any other Committed Loan Offshore Currency, the Administrative Agent shall notify the Company or the applicable Designated Borrower, as the case may be, (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Any telephonic notice by a Borrower pursuant to this Section 2.02(a) permitted hereunder must be confirmed promptly by delivery to the Applicable Administrative Agent of a written Committed Loan Notice, Notice appropriately completed and signed by a Responsible Officer of the Applicable Company or a Designated Borrower, as the case may be; provided that the lack of such prompt confirmation shall not affect the conclusiveness or binding effect of such telephonic notice. Each BorrowingBorrowing of, conversion to or continuation of Domestic Offshore Rate Committed Loans in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof andthereof, and each Borrowing of, conversion to or continuation of Offshore Rate Committed Loans in the case of Canadian Loans, a Committed Loan Offshore Currency shall be in an aggregate a minimum principal amount of Cdn.$5,000,000 or any whole multiple the Dollar Equivalent Amount of Cdn.$1,000,000 in excess thereof$5,000,000. Except as provided in Section 2.03(cSections 2.04(c) and 2.04(g2.05(c), each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or writtenwritten in accordance with this Agreement) shall specify (i) whether the Applicable Company or the applicable Designated Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Offshore Rate Committed Loans, (ii) the identity of the Borrower and the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the Applicable Currencycurrency of the Committed Loans to be borrowed. If the Applicable Company or the applicable Designated Borrower fails to specify a currency in a Committed Loan Notice requesting (x) a Borrowing, then the Committed Loans so requested shall not be advanced, or (y) a continuation, then the Committed Loans shall be continued in the existing currency. If the Company fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Applicable Borrower Company fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, or continued as, (i) in the case of an Offshore Rate Loan denominated in an Offshore Currency, an Offshore Rate Loan having an Interest Period of one month or (ii) in the case of an Offshore Rate Loan denominated in Dollars, a Base Rate Loans or Canadian Prime Rate Loans, as appropriateLoan. Any such automatic conversion to Base continuation of an Offshore Rate Loans or Canadian Prime Rate Loans Committed Loan shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Offshore Rate Committed Loans. If the Applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, they will be deemed to have specified an Interest Period of one month.
(b) Following receipt of a Committed Loan Notice for Domestic Loans, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of the applicable Domestic Loans, and if no timely notice of a conversion or continuation is provided by the applicable Domestic BorrowerCompany, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base or continuation of Offshore Rate Committed Loans. If the Company requests a Borrowing of, conversion to, or continuation of Offshore Rate Committed Loans described in Section 2.02(a). Following receipt of any such Committed Loan Notice, Exhibit 4.1 whether requested in Dollars or in a Committed Loan Notice for Canadian LoansOffshore Currency, the Canadian Administrative Agent shall promptly notify each Canadian Lender but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of the amount of its Canadian Pro Rata Share of the applicable Canadian Loans, and if no timely notice of a conversion or continuation is provided by the Borrowers, the Canadian Administrative Agent shall notify each Canadian Lender of the details of any automatic conversion to Canadian Prime Rate Loans described in Section 2.02(a)one month. In the case of a Borrowing, each Lender shall make the amount of its Domestic Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 11:00 a.m., and each Canadian Lender will make the amount of its Canadian Loan available to the Canadian Administrative Agent in Canadian Dollars at the Canadian Administrative Agent’s Office by 11:00 a.m. (Eastern time) on the Business Day specified in the applicable No Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Applicable Agent shall make all funds so received available to the Applicable Borrower in like funds as received by the Applicable Agent either by (i) crediting the account of the Applicable Borrower on the books of Bank of America or BA Canada with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Applicable Agent by the Applicable Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by a Borrower, there are unpaid amounts due in respect of Bankers’ Acceptances, in the case of McKesson Canada, or L/C Borrowings outstanding, in the case of the Domestic Borrowers, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such unpaid amounts and L/C Borrowings, and second, to the Applicable Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of a Default, no Loans may be requested as, converted to into or continued as Eurodollar Rate Loans without a Committed Loan denominated in a different currency than as originally borrowed, but instead must be repaid in the consent of the Required Lenders.
(d) The Administrative Agent shall promptly notify the Applicable Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination original currency of such interest rateCommitted Loan and reborrowed in such different currency. The determination Only Committed Loans in Dollars are subject to conversion; Offshore Currency Committed Loans may only be continued or repaid. Part I of Schedule 1.01(C) summarizes the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Domestic Borrowers and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Administrative Agent shall notify McKesson Canada and the Canadian Lenders of any change in BA Canada’s prime lending rate used in determining the Canadian Prime Rate promptly following the public announcement of such change.
(e) After giving effect to all protocols for Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten Interest Periods in effect at any time with respect to Committed Loans.
(f) The Dollar Equivalent amount of any Borrowing in Canadian Dollars will be determined by the Canadian Administrative Agent for such Borrowing on the Computation Date therefor in accordance with Section 2.16(a) and shall be conclusive absent manifest error.
Appears in 1 contract
Samples: Credit Agreement (Stryker Corp)
Borrowings, Conversions and Continuations of Committed Loans. (a) With respect to Domestic Loans, each Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Term Rate Loans or continuation of Tranche C Loans shall be made upon the applicable Domestic Borrower’s irrevocable notice to the Administrative Agent (or Australian Sub-Agent, in the case of Tranche C), which may be given by telephone. Each such notice must be received by the Administrative Applicable Agent not later than 9:00 a.m.
12:00 noon (Central time) in the case of Tranche A Loans, 11:00 a.m. (Central time) in the case of Tranche B Loans, and 11:00 a.m. (Central time) in the case of Tranche C Loans, (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Term Rate Loans denominated in US Dollars or of any conversion of Eurodollar Base Rate Loans to Base Term Rate Committed LoansLoans denominated in US Dollars, and (ii) on the requested date of any Borrowing of Base Rate Committed Loans. With respect to Canadian Loans, each Borrowing, each conversion of Canadian Loans from one Type to the other and each continuation of Eurodollar Rate Loans shall be made upon McKesson Canada’s irrevocable notice to the Canadian Administrative Agent, which may be given by telephone. Each such notice must be received by the Canadian Administrative Agent not later than 11:00 a.m. (Eastern time) (i) three four Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Term Rate Loans denominated in Alternative Currencies or SXXXX Xxxxx, (iii) four Business Days prior to the requested date of any Borrowing or continuation of Tranche C Loans, (iv) on the requested date of any Borrowing of, or conversion of Eurodollar Term Rate Loans denominated in US Dollars to Canadian Prime Base Rate Committed Loans, and (iiv) one Business Day prior to on the requested date of any Borrowing of Canadian Prime Rate Loans. Each telephonic notice by a Borrower pursuant to this Section 2.02(a2.2(a) must be confirmed promptly by delivery to the Applicable Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable BorrowerAgent. Each BorrowingBorrowing of, conversion to or continuation of Domestic Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans, in a principal amount of $5,000,000 US$50,000,000 or a whole multiple of $US$1,000,000 in excess thereof and(or the Dollar Equivalent thereof); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or any other amount (or meeting any other criterion) as at any time ensures that it does not qualify as attracting funds from the “public” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y) for Tranche B Loans denominated in Canadian Dollars, in a principal amount of CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in an aggregate minimum a principal amount of Cdn.$5,000,000 A$5,000,000 or any whole multiple integral multiples of Cdn.$1,000,000 A$1,000,000 in excess thereof. Except as provided in Section 2.03(c) and 2.04(g), each Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Applicable applicable Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Term Rate Loans or Tranche C Loans, (ii) the identity of the Borrower and the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the Applicable Currencycurrency of the Committed Loans to be borrowed. If any Borrower (other than the Applicable Tranche C Borrower) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in US Dollars. If any Borrower (other than the Tranche C Borrower) fails to specify a Type of Committed Loan (other than for Loans denominated in Sterling) in a Committed Loan Notice or if the Applicable such Borrower fails to give a timely notice requesting a conversion or continuationcontinuation of a Term Rate Loan, then the applicable Committed Loans shall be made as, or converted to, Base Rate (w) in the case of Committed Loans or for Tranche B denominated in Canadian Dollars, Canadian Prime Rate Loans, as appropriate(x) in the case of Committed Loans for Tranche A denominated in Canadian Dollars, Term Rate Loans in Canadian Dollars with an Interest Period of one month, (y) in the case of Committed Loans denominated in US Dollars, Base Rate Loans, and (z) in the case of Committed Loans denominated in Euro, Term Rate Loans in Euro with an Interest Period of one month. Any such automatic conversion to Base Rate Loans or Canadian Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Term Rate Loans. If the Applicable applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Term Rate Loans denominated in US Dollars, Canadian Dollars or Euro in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If the Tranche C Borrower requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, they it will be deemed to have specified an Interest Period of one month. Other than as expressly provided in this Agreement, no Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.
(b) Following receipt of a Committed Loan Notice for Domestic LoansNotice, the Administrative Agent shall promptly notify each appropriate Lender of the contents thereof and the amount (and currency) of its Pro Rata Share of the applicable Domestic Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Domestic Borrower, the Administrative Agent shall notify each appropriate Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.02(a). Following receipt of a Committed Loan Notice for Canadian Loans, the Canadian Administrative Agent shall promptly notify each Canadian Lender of the amount of its Canadian Pro Rata Share of the applicable Canadian Loans, and if no timely notice of a or conversion or continuation is provided by the Borrowersof Committed Loans denominated in US Dollars, the Canadian Administrative Agent shall notify Dollars or Euro, in each Canadian Lender of the details of any automatic conversion to Canadian Prime Rate Loans case as described in Section 2.02(a)the preceding subsection. In the case of a Committed Borrowing, each Tranche A Lender shall make the amount of its Domestic Committed Loan available to the Administrative Agent, each Tranche B Lender shall make the amount of its Committed Loan available to the Administrative Agent and each Tranche C Lender shall make the amount of its Committed Loan available to the Australian Sub-Agent, in immediately available funds Same Day Funds at the Administrative Agent’s Office for the applicable currency or the Australian Sub-Agent’s Office, as the case may be, not later than 11:00 a.m., and each Canadian Lender will make the amount of its Canadian Loan available to the Canadian Administrative Agent in Canadian Dollars at the Canadian Administrative Agent’s Office by 11:00 a.m. (Eastern time) 1:00 p.m. on the Business Day specified, in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency or Australian Dollars, in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01)4.2, the Applicable Agent shall make all funds so received available to the Applicable applicable Borrower in like funds as received by the Applicable Administrative Agent or the Australian Sub-Agent either by (i) crediting the account of the Applicable such Borrower on the books of Bank of America or BA Canada BNP Paribas with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Applicable Administrative Agent or the Australian Sub-Agent by the Applicable such Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by a Borrower, there are unpaid amounts due in respect of Bankers’ Acceptances, in the case of McKesson Canada, or L/C Borrowings outstanding, in the case of the Domestic Borrowers, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such unpaid amounts and L/C Borrowings, and second, to the Applicable Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Term Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Term Rate Loan. During the existence of a Defaultan Event of Default under Section 7.1(a) or Section 7.1(f), no Loans may be requested as, converted to or continued as Eurodollar Term Rate Loans without the consent of the applicable Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Term Rate Loans denominated in Euro or Term Rate Loans denominated in Canadian Dollars be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. Except as otherwise provided herein, a Tranche C Loan may be continued only on the last day of an Interest Period for such Tranche C Loan.
(d) The Administrative Agent shall promptly notify the Applicable applicable Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Eurodollar Term Rate Loans upon determination of such interest rate. The determination of the Eurodollar Term Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative The Australian Sub- Agent shall promptly notify the Domestic Borrowers Tranche C Borrower and the appropriate Lenders of the interest rate applicable to any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement Interest Period for Tranche C Loans upon determination of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Administrative Agent shall notify McKesson Canada and the Canadian Lenders of any change in BA Canada’s prime lending rate used in determining the Canadian Prime Rate promptly following the public announcement of such change.
(e) After giving effect to all Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten Interest Periods in effect at any time with respect to Committed Loans.
(f) The Dollar Equivalent amount of any Borrowing in Canadian Dollars will be determined by the Canadian Administrative Agent for such Borrowing on the Computation Date therefor in accordance with Section 2.16(a) and shall be conclusive absent manifest error.interest
Appears in 1 contract
Borrowings, Conversions and Continuations of Committed Loans. (a) With respect to Domestic Loans, each Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Committed Loans shall will be made upon the applicable Domestic Borrower’s Company's irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 9:00 10:00 a.m.
(i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Committed Loans denominated in US Dollars or of any conversion of Eurodollar Eurocurrency Rate Committed Loans denominated in US Dollars to Base Rate Committed Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Committed Loans denominated in Alternative Currencies, and (iiiii) on the requested date of any Borrowing of Base Rate Committed Loans. With respect ; provided, however, that if the Company wishes to Canadian Loansrequest Eurocurrency Rate Committed Loans having an Interest Period other than one, each Borrowingtwo, each conversion three or six months in duration as provided in the definition of Canadian Loans from one Type to "Interest Period", the other and each continuation of Eurodollar Rate Loans shall be made upon McKesson Canada’s irrevocable notice to the Canadian Administrative Agent, which may be given by telephone. Each such applicable notice must be received by the Canadian Administrative Agent not later than 11:00 a.m. (Eastern time) 10:00 a.m.
(i) three four Business Days prior to the requested date of any Borrowing ofsuch Borrowing, conversion to or continuation of Eurodollar Eurocurrency Rate Committed Loans denominated in US Dollars, or of any conversion of Eurodollar Rate Loans to Canadian Prime Rate Loans, and (ii) one five Business Day Days (or six Business days in the case of a Special Notice Currency) prior to the requested date of any Borrowing such Borrowing, conversion or continuation of Canadian Prime Eurocurrency Rate LoansCommitted Loans denominated in Alternative Currencies, whereupon the Administrative Agent will give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m., (i) three Business Days before the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Committed Loans denominated in US Dollars, or (ii) four Business Days (or five Business days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Committed Loans denominated in Alternative Currencies, the Administrative Agent will notify the Company (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each telephonic notice by a Borrower the Company pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Applicable Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Applicable BorrowerCompany. Each BorrowingBorrowing of, conversion to or continuation of Domestic Eurocurrency Rate Committed Loans shall will be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof and, in the case of Canadian Loans, in an aggregate minimum amount of Cdn.$5,000,000 or any whole multiple of Cdn.$1,000,000 in excess thereof. Except as provided in Section 2.03(cSections 2.04(c) and 2.04(g2.05(c), each Committed Borrowing of or conversion to Base Rate Committed Loans will be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall will specify (i) whether the Applicable Borrower Company is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Eurocurrency Rate Committed Loans, (ii) the identity of the Borrower and the requested date of the Borrowing, conversion or continuation, as the case may be (which shall will be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the Applicable Currencycurrency of the Committed Loans to be borrowed. If the Applicable Borrower Company fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested will be made in US Dollars. If the Company fails to specify a Type of Committed Loan in a Committed Loan Notice or if Notice, then the Applicable Borrower applicable Committed Loans will be made as Base Rate Loans. If the Company fails to give a timely notice requesting a conversion or continuationcontinuation of a Eurocurrency Rate Committed Loan, then the applicable such Eurocurrency Rate Committed Loans shall Loan will be made as, or converted to, Base Rate Loans or Canadian Prime Rate Loans, as appropriatecontinued with an Interest Period of one month and in its original currency. Any such automatic conversion to Base Rate Loans or Canadian Prime Rate Loans shall will be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Committed Loans. If the Applicable Borrower Company requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Committed Loans in any such Committed Loan Notice, but fails to specify an Interest Period, they it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.
(b) Following receipt of a Committed Loan Notice for Domestic LoansNotice, the Administrative Agent shall will promptly notify each Lender of the amount (and currency) of its Pro Rata Share Applicable Percentage of the applicable Domestic Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Domestic BorrowerCompany, the Administrative Agent shall will notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other than US Dollars, in each case as described in Section 2.02(a). Following receipt of a Committed Loan Notice for Canadian Loans, the Canadian Administrative Agent shall promptly notify each Canadian Lender of the amount of its Canadian Pro Rata Share of the applicable Canadian Loans, and if no timely notice of a conversion or continuation is provided by the Borrowers, the Canadian Administrative Agent shall notify each Canadian Lender of the details of any automatic conversion to Canadian Prime Rate Loans described in Section 2.02(a)preceding subsection. In the case of a Committed Borrowing, each Lender shall will make the amount of its Domestic Committed Loan available to the Administrative Agent in immediately available funds Same Day Funds at the Administrative Agent’s 's Office for the applicable currency not later than 11:00 a.m.12:00 p.m., in the case of any Committed Loan denominated in US Dollars, and each Canadian Lender will make not later than the amount of its Canadian Loan available to Applicable Time specified by the Canadian Administrative Agent in Canadian Dollars at the Canadian Administrative Agent’s Office by 11:00 a.m. (Eastern time) case of any Committed Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Applicable Administrative Agent shall will make all funds so received available to the Applicable Borrower Company in like and same day funds as received by the Applicable Administrative Agent either by (i) crediting the account of the Applicable Borrower such Company on the books of Bank of America or BA Canada with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Applicable Administrative Agent by the Applicable BorrowerCompany; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing denominated in US Dollars is given by a Borrowerthe Company, there are unpaid amounts due in respect of Bankers’ Acceptances, in the case of McKesson Canada, or L/C Borrowings outstanding, in the case of the Domestic Borrowers, then the proceeds of such Borrowing shall be appliedBorrowing, first, will be applied to the payment in full of any such unpaid amounts and L/C Borrowings, and and, second, will be made available to the Applicable Borrower Company as provided above.
(c) Except as otherwise provided herein, a Eurodollar Eurocurrency Rate Committed Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Eurocurrency Rate Committed Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Committed Loans (whether in US Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Committed Loans denominated in an Alternative Currency be prepaid, or redenominated into US Dollars in the amount of the US Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto.
(d) The Administrative Agent shall will promptly notify the Applicable Borrower Company and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency Rate Committed Loans upon determination of such interest rate. The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall will notify the Domestic Borrowers Company and the Lenders of any change in Bank of America’s 's prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Administrative Agent shall notify McKesson Canada and the Canadian Lenders of any change in BA Canada’s prime lending rate used in determining the Canadian Prime Rate promptly following the public announcement of such change.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall will not be more than ten Interest Periods in effect at any time with respect to Committed Loans.
(f) The Dollar Equivalent amount of any Borrowing in Canadian Dollars will be determined by the Canadian Administrative Agent for such Borrowing on the Computation Date therefor in accordance with Section 2.16(a) and shall be conclusive absent manifest error.
Appears in 1 contract
Samples: Credit Agreement (Starbucks Corp)
Borrowings, Conversions and Continuations of Committed Loans. (a) With respect to Domestic Loans, each Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans shall be made upon the applicable Domestic Borrower’s 's irrevocable notice to the applicable Administrative Agent, Agent which may be given by telephone. Each In the case of U.S. Committed Loans, each such notice must be received by the U.S. Administrative Agent not later than 9:00 11:00 a.m.
(i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar U.S. Committed Loans that are Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurodollar any such Eurocurrency Rate Loans denominated in Dollars to Base Rate Committed Loans, and (ii) on four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing of Base Rate Committed Loans. With respect to Canadian Loans, each Borrowing, each conversion of Canadian Loans from one Type to the other and each or continuation of Eurodollar Rate U.S. Committed Loans shall be made upon McKesson Canada’s irrevocable notice to the Canadian Administrative Agent, which may be given by telephone. Each such notice must be received by the Canadian Administrative Agent not later than 11:00 a.m. (Eastern time) that are Eurocurrency Rate
(i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Canadian Committed Loans that are Eurocurrency Rate Loans denominated in Canadian Dollars or of any conversion of Eurodollar any such Eurocurrency Rate Loans denominated in Canadian Dollars to Canadian Prime Base Rate Committed Loans, and (ii) one four Business Day Days prior to the requested date of any Borrowing of, conversion to or continuation of Canadian Prime Committed Loans that are Eurocurrency Rate Loans denominated in Dollars or of any conversion of any such Eurocurrency Rate Loans denominated in Dollars to Base Rate Committed Loans, and (iii) on the requested date of any Borrowing of Canadian Committed Loans that are Base Rate Committed Loans. Notwithstanding the foregoing, if a Borrower wishes to request Eurocurrency Rate Loans having an Interest Period other than seven (7) days, fourteen (14) days, one, two, three or six months in duration as provided in the definition of "Interest Period," the applicable notice must be received by the applicable Administrative Agent not later than 11:00 a.m.
(i) four Business Days prior to the requested date of such Borrowing, conversion or continuation of U.S. Committed Loans that are Eurocurrency Rate Loans denominated in Dollars or Canadian Committed Loans that are Eurocurrency Rate Loans denominated in Canadian Dollars, or (ii) five Business Days (or six Business days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of U.S. Committed Loans that are Eurocurrency Rate Loans denominated in Alternative Currencies or Canadian Committed Loans that are Eurocurrency Rate Loans denominated in Dollars, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., on the applicable Business Day specified in the immediately preceding sentence for which a request for such a Borrowing, conversion or continuation must be received, the applicable Administrative Agent shall notify the Borrower requesting such Interest Period (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the appropriate Lenders. Each telephonic notice by a Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Applicable applicable Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Applicable applicable Borrower. Each BorrowingBorrowing of, conversion to or continuation of Domestic Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof andthereof, in the case of U.S. Committed Loans, and CDN$1,000,000 (or $1,000,000, as applicable) or a whole multiple of CDN$500,000 (or $500,000, as applicable) in excess thereof, in the case of Canadian Committed Loans, in an aggregate minimum amount of Cdn.$5,000,000 or any whole multiple of Cdn.$1,000,000 in excess thereof. Except as provided in Section Sections 2.03(c) and 2.04(g2.04(c), each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, in the case of U.S. Committed Loans, and CDN$500,000 (or $500,000, as applicable) or a whole multiple of CDN$100,000 (or $100,000, as applicable) in excess thereof, in the case of Canadian Committed Loans. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Applicable applicable Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Eurocurrency Rate Loans, (ii) the identity of the Borrower and the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto thereto, and (vi) the Applicable Currencycurrency of the Committed Loans to be borrowed. If the Applicable Company fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the U.S. Committed Loans so requested shall be made in Dollars. If TWI fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Canadian Committed Loans so requested shall be made in Canadian Dollars. If a Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Applicable a Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans; provided, however, that (i) in the case of a failure to timely request a continuation of U.S. Committed Loans or denominated in an Alternative Currency, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month and (ii) in the case of a failure to timely request a continuation of Canadian Prime Rate Committed Loans, such Loans shall be continued as appropriateEurocurrency Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans or Canadian Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the Applicable a Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, they it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.
(b) Following receipt of a Committed Loan Notice for Domestic Loansunder the U.S. Revolving Credit Facility, the U.S. Administrative Agent shall promptly notify each U.S. Lender of the amount (and currency) of its Pro Rata Share Applicable Percentage of the applicable Domestic U.S. Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Domestic BorrowerCompany, the U.S. Administrative Agent shall notify each U.S. Lender of the details of any automatic conversion to Base Rate Loans or continuation of U.S. Committed Loans denominated in a currency other than Dollars, in each case as described in Section 2.02(a)the preceding subsection. Following receipt of a Committed Loan Notice for under the Canadian LoansRevolving Credit Facility, the Canadian Administrative Agent shall promptly notify each Canadian Lender of the amount (and currency) of its Canadian Pro Rata Share Applicable Percentage of the applicable Canadian Committed Loans, and if no timely notice of a conversion or continuation is provided by the BorrowersTWI, the Canadian Administrative Agent shall notify each Canadian Lender of the details of any automatic conversion to Canadian Prime Base Rate Loans or continuation of Canadian Committed Loans, in each case as described in Section 2.02(a)the preceding subsection. In the case of a Committed Borrowing, each applicable Lender shall make the amount of its Domestic Committed Loan available to the applicable Administrative Agent in immediately available funds Same Day Funds at the U.S. Administrative Agent’s 's Office or the Canadian Administrative Agent's Office, as applicable, for the applicable currency not later than 11:00 a.m., in the case of any Committed Loan denominated in Dollars, and each Canadian Lender will make not later than the amount of its Canadian Loan available to Applicable Time specified by the Canadian applicable Administrative Agent in Canadian Dollars at the Canadian Administrative Agent’s Office by 11:00 a.m. (Eastern time) case of any Committed Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Applicable applicable Administrative Agent shall make all funds so received available to the Applicable applicable Borrower in like funds as received by the Applicable such Administrative Agent either by (i) crediting the account of the Applicable such Borrower on the books of Bank of America or BA Canada with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Applicable such Administrative Agent by the Applicable such Borrower; provided, however, that (A) if, on the date the Committed Loan Notice with respect to a Borrowing of U.S. Committed Loans denominated in Dollars is given by the Company, the Company has outstanding L/C Borrowings, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and, second, shall be made available to the Company as provided above and (B) if, on the date the Committed Loan Notice with respect to such Borrowing of Canadian Committed Loans is given by a BorrowerTWI, there are unpaid amounts due in respect of Bankers’ Acceptances, in the case of McKesson Canada, or TWI has outstanding L/C Borrowings outstanding, in the case of the Domestic BorrowersBorrowings, then the proceeds of such Borrowing shall be appliedBorrowing, first, shall be applied to the payment in full of any such unpaid amounts and L/C Borrowings, and and, second, shall be made available to the Applicable Borrower TWI as provided above.
(c) Except as otherwise provided herein, a Eurodollar Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Eurocurrency Rate Loan. During the existence of a Default, (i) no Loans under the U.S. Revolving Credit Facility may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required U.S. Lenders, and the Required U.S. Lenders may demand that any or all of the then outstanding U.S. Committed Loans that are Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto and (ii) no Loans under the Canadian Revolving Credit Facility may be requested as, converted to or continued as Eurocurrency Rate Loans (whether in Canadian Dollars or Dollars) without the consent of the Required Canadian Lenders, and the Required Canadian Lenders may demand that any or all of the then outstanding Canadian Committed Loans that are Eurocurrency Rate Loans denominated in Dollars be prepaid, or redenominated into Canadian Dollars in the amount of the Canadian Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto.
(d) The applicable Administrative Agent shall promptly notify the Applicable applicable Borrower and the applicable Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the applicable Administrative Agent shall notify the Domestic Borrowers applicable Borrower and the applicable Lenders of any change in Bank of America’s the prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Administrative Agent shall notify McKesson Canada and the Canadian Lenders of any change in BA Canada’s prime lending rate used in determining the Canadian Prime Rate promptly following the public announcement of such change.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten (i) eight Interest Periods in effect at any time with respect to U.S. Committed Loans and (ii) four Interest Periods in effect with respect to Canadian Committed Loans.
(f) The Dollar Equivalent amount of any Borrowing in Canadian Dollars will be determined by the Canadian Administrative Agent for such Borrowing on the Computation Date therefor in accordance with Section 2.16(a) and shall be conclusive absent manifest error.
Appears in 1 contract
Borrowings, Conversions and Continuations of Committed Loans. (a) With respect to Domestic Loans, each Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans shall be made upon the applicable Domestic Borrower’s Company's, or TWI's with respect to Borrowings which are not Overdrafts under the Canadian Revolving Credit Facility, irrevocable notice to the Administrative Agent, or the Canadian Lender, as appropriate, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 9:00 11:00 a.m.
(i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurodollar Eurocurrency Rate Loans to Base Rate Committed Loans, and (ii) on the requested date of any Borrowing of Base Rate Committed Loans. With respect to Canadian Loans, each Borrowing, each conversion of Canadian Loans from one Type to the other and each continuation of Eurodollar Rate Loans shall be made upon McKesson Canada’s irrevocable notice to the Canadian Administrative Agent, which may be given by telephone. Each such notice must be received by the Canadian Administrative Agent not later than 11:00 a.m. (Eastern time) denominated in
(i) three four Business Days prior to the requested date of any Borrowing ofsuch Borrowing, conversion to or continuation of Eurodollar Eurocurrency Rate Loans denominated in Dollars, or of any conversion of Eurodollar Rate Loans to Canadian Prime Rate Loans, and (ii) one five Business Day Days (or six Business days in the case of a Special Notice Currency) prior to the requested date of any Borrowing such Borrowing, conversion or continuation of Canadian Prime Eurocurrency Rate LoansLoans denominated in Alternative Currencies, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., (i) three Business Days before the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Dollars, or (ii) four Business Days (or five Business days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, the Administrative Agent shall notify the Company (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each telephonic notice by a Borrower the Company pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Applicable Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Applicable BorrowerCompany. Each BorrowingBorrowing of, conversion to or continuation of Domestic Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 in excess thereof and, in the case of Canadian Loans, in an aggregate minimum amount of Cdn.$5,000,000 or any whole multiple of Cdn.$1,000,000 500,000 in excess thereof. Except as provided in Section Sections 2.03(c) and 2.04(g2.04(c), each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. The amounts set forth above shall not apply to Overdrafts under the Canadian Revolving Credit Facility. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Applicable Borrower Company is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Eurocurrency Rate Loans, (ii) the identity of the Borrower and the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto thereto, and (vi) the Applicable Currencycurrency of the Committed Loans to be borrowed. If the Applicable Borrower Company fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in Dollars. If the Company fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Applicable Borrower Company fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans or Canadian Prime denominated in an Alternative Currency, such Loans shall be continued as Eurocurrency Rate Loans, as appropriateLoans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans or Canadian Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the Applicable Borrower Company requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, they it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.
(b) Following receipt of a Committed Loan Notice for Domestic LoansNotice, the Administrative Agent shall promptly notify each Lender of the amount (and currency) of its Pro Rata Share Applicable Percentage of the applicable Domestic Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Domestic BorrowerCompany, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other than Dollars, in each case as described in Section 2.02(a). Following receipt of a Committed Loan Notice for Canadian Loans, the Canadian Administrative Agent shall promptly notify each Canadian Lender of the amount of its Canadian Pro Rata Share of the applicable Canadian Loans, and if no timely notice of a conversion or continuation is provided by the Borrowers, the Canadian Administrative Agent shall notify each Canadian Lender of the details of any automatic conversion to Canadian Prime Rate Loans described in Section 2.02(a)preceding subsection. In the case of a Committed Borrowing, each Lender shall make the amount of its Domestic Committed Loan available to the Administrative Agent in immediately available funds Same Day Funds at the Administrative Agent’s 's Office for the applicable currency not later than 11:00 a.m., in the case of any Committed Loan denominated in Dollars, and each Canadian Lender will make not later than the amount of its Canadian Loan available to Applicable Time specified by the Canadian Administrative Agent in Canadian Dollars at the Canadian Administrative Agent’s Office by 11:00 a.m. (Eastern time) case of any Committed Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Applicable Administrative Agent shall make all funds so received available to the Applicable Company or the other applicable Borrower in like funds as received by the Applicable Administrative Agent either by (i) crediting the account of the Applicable such Borrower on the books of Bank of America or BA Canada with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Applicable Administrative Agent by the Applicable BorrowerCompany; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing denominated in Dollars is given by a Borrowerthe Company, there are unpaid amounts due in respect of Bankers’ Acceptances, in the case of McKesson Canada, or L/C Borrowings outstanding, in the case of the Domestic Borrowers, then the proceeds of such Borrowing shall be appliedBorrowing, first, shall be applied to the payment in full of any such unpaid amounts and L/C Borrowings, and and, second, shall be made available to the Applicable applicable Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Eurocurrency Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto.
(d) The Administrative Agent shall promptly notify the Applicable Borrower Company and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Domestic Borrowers Company and the Lenders of any change in Bank of America’s 's prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Administrative Agent shall notify McKesson Canada and the Canadian Lenders of any change in BA Canada’s prime lending rate used in determining the Canadian Prime Rate promptly following the public announcement of such change.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten eight Interest Periods in effect at any time with respect to Committed Loans.
(f) The Dollar Equivalent amount of any Borrowing in Canadian Dollars will be determined by the Canadian Administrative Agent for such Borrowing on the Computation Date therefor in accordance with Section 2.16(a) and shall be conclusive absent manifest error.
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Borrowings, Conversions and Continuations of Committed Loans. (a) With respect to Domestic Loans, each Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Term Benchmark Rate Loans shall be made upon the applicable Domestic Company’s or Designated Borrower’s ’s, as the case may be, irrevocable notice to the Administrative Agent, which may be given by telephone(A) telephone or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such notice Committed Loan Notice must be received by the Administrative Agent not later than 9:00 a.m.
(i) 1:00 p.m. three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Term Benchmark Rate Loans denominated in Dollars or of any conversion of Eurodollar Term Benchmark Rate Loans denominated in Dollars to Base Rate Committed Loans, and (ii) 12:00 noon four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Loans denominated in Alternative Currencies, and (iii) 12:00 noon on the requested date of any Borrowing of Base Rate Committed Loans. With respect ; provided, however, that if any Borrower wishes to Canadian Loans, each Borrowing, each conversion of Canadian Loans from one Type to the other and each continuation of Eurodollar request (1) Term Benchmark Rate Loans shall be made upon McKesson Canada’s irrevocable notice to not denominated in Canadian Dollars having an Interest Period other than one, three or six months in duration or (2) Term Benchmark Rate Loans denominated in Canadian Dollars having an Interest Period other than one or three months in duration, in each case, as provided in the Canadian Administrative Agentdefinition of “Interest Period”, which may be given by telephone. Each such the applicable notice must be received by the Canadian Administrative Agent not later than 11:00 a.m. (Eastern time) (i) three four Business Days prior to the requested date of any such Borrowing, conversion or continuation of Term Benchmark Rate Loans denominated in Dollars, or (ii) five Business Days (or six Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Term Benchmark Rate Loans denominated in Alternative Currencies, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m. (i) three Business Days before the requested date of such Borrowing, conversion or continuation of Term Benchmark Rate Loans denominated in Dollars having an Interest Period other than one, three or six months in duration as provided in the definition of “Interest Period”, or (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Term Benchmark Rate Loans denominated in (1) Alternative Currencies other than Canadian Dollars having an Interest Period other than one, three or six months in duration or (2) Canadian Dollars having an Interest Period other than one or three months, in each case, as provided in the definition of “Interest Period”, the Administrative Agent shall notify the relevant Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each Borrowing of, conversion to or continuation of Eurodollar Term Benchmark Rate Loans or of any conversion of Eurodollar Rate Loans to Canadian Prime Rate Loansshall be in an amount not less than the Minimum Principal Amount. Except as provided in Sections 2.04(c) and 2.05(c), and (ii) one Business Day prior to the requested date of any each Committed Borrowing of Canadian Prime or conversion to Base Rate Loans. Each telephonic notice by a Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Applicable Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Applicable Borrower. Each Borrowing, conversion or continuation of Domestic Loans shall be in a principal amount of $5,000,000 500,000 or a whole multiple of $1,000,000 in excess thereof and, in the case of Canadian Loans, in an aggregate minimum amount of Cdn.$5,000,000 or any whole multiple of Cdn.$1,000,000 100,000 in excess thereof. Except as provided in Section 2.03(c) and 2.04(g), each Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Applicable such Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Term Benchmark Rate Loans, (ii) the identity of the Borrower and the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the Applicable Currencycurrency of the Committed Loans to be borrowed. If the Applicable relevant Borrower fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in Dollars. If such Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Applicable such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Term Benchmark Rate Loans or Canadian Prime denominated in an Alternative Currency, such Loans shall be continued as Term Benchmark Rate Loans, as appropriateLoans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans or Canadian Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Term Benchmark Rate Loans. If the Applicable such Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Term Benchmark Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, they it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.
(b) Following receipt of a Committed Loan Notice for Domestic LoansNotice, the Administrative Agent shall promptly notify each Lender of the amount (and currency) of its Pro Rata Share Applicable Percentage of the applicable Domestic Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Domestic Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other than Dollars, in each case as described in Section 2.02(a). Following receipt of a Committed Loan Notice for Canadian Loans, the Canadian Administrative Agent shall promptly notify each Canadian Lender of the amount of its Canadian Pro Rata Share of the applicable Canadian Loans, and if no timely notice of a conversion or continuation is provided by the Borrowers, the Canadian Administrative Agent shall notify each Canadian Lender of the details of any automatic conversion to Canadian Prime Rate Loans described in Section 2.02(a)preceding subsection. In the case of a Committed Borrowing, each Lender shall make the amount of its Domestic Committed Loan available to the Administrative Agent in immediately available funds Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 11:00 a.m.1:00 p.m, in the case of any Committed Loan denominated in Dollars other than Base Rate Loans, and each Canadian Lender will make in the amount case of its Canadian any Committed Loan available to denominated in Dollars that is a Base Rate Loan, not later than 2:00 p.m., and not later than the Canadian Applicable Time specified by the Administrative Agent in Canadian Dollars at the Canadian Administrative Agent’s Office by 11:00 a.m. (Eastern time) case of any Committed Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Committed Loan Notice. Upon Subject to satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01)4.02, the Applicable Administrative Agent shall make all funds so received available to the Applicable Borrower Company or the Designated Borrower, as applicable, in like funds as received by the Applicable Administrative Agent no later than 5:00 p.m. on the Business Day specified in the applicable Committed Loan Notice either by (i) crediting the account of the Applicable such Borrower on the books of Bank of America or BA Canada with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Applicable Administrative Agent by the Applicable such Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing denominated in Dollars is given by a such Borrower, there are unpaid amounts due in respect of Bankers’ Acceptances, in the case of McKesson Canada, or L/C Borrowings outstanding, in the case of the Domestic Borrowers, then the proceeds of such Borrowing shall be appliedBorrowing, first, shall be applied to the payment in full of any such unpaid amounts and L/C Borrowings, and and, second, shall be made available to the Applicable applicable Borrower as provided above.
(c) Except as otherwise provided hereinSubject to Section 3.05, a Eurodollar Term Benchmark Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Term Benchmark Rate Loan. During the existence of a an Event of Default, the Administrative Agent or Required Lenders may require that no Loans may be requested as, converted to or continued as Eurodollar Term Benchmark Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Loans denominated in an Alternative Currency be redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto.
(d) The Administrative Agent shall promptly notify the Applicable Borrower Borrowers and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Term Benchmark Rate Loans upon determination of such interest rate. The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest errorrates. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Domestic Borrowers and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Administrative Agent shall notify McKesson Canada and the Canadian Lenders of any change in BA Canada’s prime lending rate used in determining the Canadian Prime Rate promptly following the public announcement of such change.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten 10 Interest Periods in effect at any time with respect to Committed Loans.
(f) The Dollar Equivalent amount With respect to SOFR or Term SOFR, the Administrative Agent will have the right in consultation with the Company to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any Borrowing in Canadian Dollars will be determined by other party to this Agreement or any other Loan Document; provided that, with respect to any such amendment effected, the Canadian Administrative Agent for shall post each such Borrowing on amendment implementing such Conforming Changes to the Computation Date therefor Borrowers, the L/C Issuers and the Lenders reasonably promptly after such amendment becomes effective.
(g) (i) a Loan denominated in accordance with Section 2.16(aDollars may only be a Term Benchmark Rate Loan or a Base Rate Loan, (ii) a Loan denominated in Euro, Canadian Dollars, Australian Dollars or New Zealand Dollars may only be a Term Benchmark Rate Loan and shall (iii) a Loan denominated in Sterling may only be conclusive absent manifest errora Daily Benchmark Rate Loan.
Appears in 1 contract
Borrowings, Conversions and Continuations of Committed Loans. (a) With respect to Domestic Loans, each Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans shall be made upon the applicable Domestic Borrower’s irrevocable notice to the Administrative Agent (or Canadian Sub-Agent, in the case of Tranche B), which may be given by telephone. Each such notice must be received by the Administrative Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 a.m. (Pacific time) in the case of Tranche A Loans and 9:00 a.m.
a.m. (Pacific time) in the case of Tranche B Loans, (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans denominated in US Dollars or of any conversion of Eurodollar Base Rate Loans to Base Eurocurrency Rate Committed LoansLoans denominated in US Dollars, and (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, (iii) on the requested date of any Borrowing of, or conversion of Eurocurrency Rate Loans to, Base Rate Committed Loans. With respect to Canadian Loans, each Borrowing, each conversion of Canadian Loans from one Type to the other and each continuation of Eurodollar Rate Loans shall be made upon McKesson Canada’s irrevocable notice to the Canadian Administrative Agent, which may be given by telephone. Each such notice must be received by the Canadian Administrative Agent not later than 11:00 a.m. (Eastern timeiv) (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Canadian Prime Rate Loans, and (ii) one Business Day prior to on the requested date of any Borrowing of Canadian Prime Rate LoansLoans and (v) as set forth in Section 2.15(a) for Bankers’ Acceptances or BA Equivalent Notes. Each telephonic notice by a Borrower pursuant to this Section 2.02(a2.2(a) must be confirmed promptly by delivery to the Applicable Administrative Agent or Canadian Sub-Agent, as applicable, of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable BorrowerAdministrative Agent or Canadian Sub-Agent, as applicable. Each BorrowingExcept as otherwise provided in Section 2.15(a), each Borrowing of, conversion to or continuation of Domestic Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars, in a principal amount of $5,000,000 US$50,000,000 or a whole multiple of $US$1,000,000 in excess thereof and(or the Dollar Equivalent thereof); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht) or (y) for Tranche B Loans denominated in Canadian LoansDollars, in an aggregate minimum a principal amount of Cdn.$5,000,000 CDN$5,000,000 or any whole multiple integral multiples of Cdn.$1,000,000 CDN$1,000,000 in excess thereof. Except as provided in Section 2.03(c) and 2.04(g), each Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Applicable applicable Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Eurocurrency Rate Loans, (ii) the identity of the Borrower and the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the Applicable Currencycurrency of the Committed Loans to be borrowed. If any Borrower fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Applicable Committed Loans so requested shall be made in US Dollars. If any Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Applicable such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, (x) in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Canadian Dollars, Base Rate Loans or in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian Prime Dollars, such Loans shall be continued as Eurocurrency Rate Loans, as appropriateLoans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans or Canadian Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the Applicable applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, they it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency. Notwithstanding the foregoing, if after giving effect to the making of any Tranche A Loans or Tranche B Loans the Unused Tranche A Commitment would be less than or equal to the Dollar Equivalent of EUR 300,000,000 (as determined by the Administrative Agent), then, only to the extent TKG has not borrowed EUR 300,000,000 as of the date such Loan is to be made, such Loans shall not be made without the consent of TKG (which consent may be waived only by TKG).
(b) Following receipt of a Committed Loan Notice for Domestic LoansNotice, the Administrative Agent shall promptly notify each appropriate Lender of the contents thereof and the amount (and currency) of its Pro Rata Share of the applicable Domestic Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Domestic Borrower, the Administrative Agent shall notify each appropriate Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other than US Dollars, in each case as described in Section 2.02(a). Following receipt of a Committed Loan Notice for Canadian Loans, the Canadian Administrative Agent shall promptly notify each Canadian Lender of the amount of its Canadian Pro Rata Share of the applicable Canadian Loans, and if no timely notice of a conversion or continuation is provided by the Borrowers, the Canadian Administrative Agent shall notify each Canadian Lender of the details of any automatic conversion to Canadian Prime Rate Loans described in Section 2.02(a)preceding subsection. In the case of a Committed Borrowing, each Tranche A Lender shall make the amount of its Domestic Committed Loan available to the Administrative Agent Agent, and each Tranche B Lender shall make the amount of its Committed Loan available to the Canadian Sub-Agent, in immediately available funds Same Day Funds at the Administrative Agent’s Office for the applicable currency or the office of the Canadian Sub-Agent located in Montreal, Canada, as the case may be, not later than 11:00 a.m., and each Canadian Lender will make the amount of its Canadian Loan available to the Canadian Administrative Agent in Canadian Dollars at the Canadian Administrative Agent’s Office by 11:00 a.m. (Eastern time) 1:00 p.m. on the Business Day specified, in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency, in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01)4.2, the Applicable Administrative Agent or the Canadian Sub-Agent, as the case may be, shall make all funds so received available to the Applicable applicable Borrower in like funds as received by the Applicable Administrative Agent or the Canadian Sub-Agent either by (i) crediting the account of the Applicable such Borrower on the books of Bank of America or BA Canada BNP Paribas with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Applicable Administrative Agent or the Canadian Sub-Agent by the Applicable such Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by a Borrower, there are unpaid amounts due in respect of Bankers’ Acceptances, in the case of McKesson Canada, or L/C Borrowings outstanding, in the case of the Domestic Borrowers, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such unpaid amounts and L/C Borrowings, and second, to the Applicable Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Eurocurrency Rate Loan. During the existence of a an Event of Default, no Loans may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans (whether in US Dollars or any Alternative Currency) without the consent of the applicable Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto.
(d) The Administrative Agent shall promptly notify the Applicable applicable Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurodollar Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Domestic Borrowers applicable Borrower and the appropriate Lenders of any change in Bank of AmericaBNP Paribas’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Administrative Sub-Agent shall notify McKesson Canada TCCI and the Canadian Tranche B Lenders of any change in BA Canada’s prime lending rate used in determining the Canadian Prime Rate promptly following the public announcement of such changea change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Bank.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten fifteen (15) Interest Periods in effect at any time with respect to Committed Loans.
(f) The Dollar Equivalent amount Each Lender at its option may make any Advances by causing any domestic or foreign branch or Affiliate of such Lender to make such Loans; provided that any Borrowing in Canadian Dollars will be determined by exercise of such option shall not affect the Canadian Administrative Agent for obligation of the applicable Borrower to repay such Borrowing on the Computation Date therefor Loans in accordance with the terms of this Agreement and provided further that any exercise of such option shall not increase the Borrower’s obligations under Section 2.16(a) and shall be conclusive absent manifest error3.1 or Section 3.4.
Appears in 1 contract
Samples: 364 Day Credit Agreement (Toyota Motor Credit Corp)
Borrowings, Conversions and Continuations of Committed Loans. (a) With respect The Domestic Borrower may request Committed Domestic Loans by notice to the Domestic LoansAdministrative Agent, each and the Canadian Borrower may request Committed Canadian Loans by notice to the Canadian Administrative Agent, all as provided below. Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Rate Committed Loans as the same Type shall be made upon the applicable Domestic Borrower’s 's irrevocable notice to the applicable Administrative Agent, which may be given by telephone. Each such notice must be received by the applicable Administrative Agent not later than 9:00 9:30 a.m.
(i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Committed Loans or of any conversion of Eurodollar Rate Committed Loans to Base Rate Committed Loans, and (ii) on the requested date of any Borrowing of Base Rate Committed Loans. With respect to Canadian Loans, each Borrowing, each conversion of Canadian Loans from one Type to the other and each continuation of Eurodollar Rate Loans shall be made upon McKesson Canada’s irrevocable notice to the Canadian Administrative Agent, which may be given by telephone. Each such notice must be received by the Canadian Administrative Agent not later than 11:00 a.m. (Eastern time) (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Canadian Prime Rate Loans, and (ii) one Business Day prior to the requested date of any Borrowing of Canadian Prime Rate Loans. Each telephonic notice by a Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Applicable applicable Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Applicable applicable Borrower. Each BorrowingCommitted Borrowing of, conversion to or continuation of Domestic Eurodollar Rate Committed Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof and, thereof. Each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in the case of Canadian Loans, in an aggregate minimum a principal amount of Cdn.$5,000,000 $500,000 or any a whole multiple of Cdn.$1,000,000 $100,000 in excess thereof. Except as provided in Section 2.03(c) and 2.04(g), each Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Applicable applicable Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Rate Committed Loans, (ii) the identity of the Borrower and the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the Applicable Currencythereto. If the Applicable applicable Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Applicable such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans or Canadian Prime Rate Loans, as appropriate. Any such automatic conversion to Base Rate Loans or Canadian Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Committed Loans. If the Applicable applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Committed Loans in any such Committed Loan Notice, but fails to specify an Interest Period, they it will be deemed to have specified an Interest Period of one month.
(b) Following receipt of a Committed Loan Notice for Domestic LoansNotice, the applicable Administrative Agent shall promptly notify each applicable Lender of the amount of its Pro Rata Share of the applicable Domestic Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Domestic Borrower, the such Administrative Agent shall notify each such Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.02(a). Following receipt of a Committed Loan Notice for Canadian Loans, the Canadian Administrative Agent shall promptly notify each Canadian Lender of the amount of its Canadian Pro Rata Share of the applicable Canadian Loans, and if no timely notice of a conversion or continuation is provided by the Borrowers, the Canadian Administrative Agent shall notify each Canadian Lender of the details of any automatic conversion to Canadian Prime Rate Loans described in Section 2.02(a)preceding subsection. In the case of a Committed Borrowing, each applicable Lender shall make the amount of its Domestic Committed Loan available to the applicable Administrative Agent in immediately available funds at the applicable Administrative Agent’s 's Office not later than 11:00 a.m., and each Canadian Lender will make the amount of its Canadian Loan available to the Canadian Administrative Agent in Canadian Dollars at the Canadian Administrative Agent’s Office by 11:00 a.m. (Eastern time) on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Applicable Agent shall make all funds so received available to the Applicable Borrower in like funds as received by the Applicable Agent either by (i) crediting the account of the Applicable Borrower on the books of Bank of America or BA Canada with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Applicable Agent by the Applicable Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by a Borrower, there are unpaid amounts due in respect of Bankers’ Acceptances, in the case of McKesson Canada, or L/C Borrowings outstanding, in the case of the Domestic Borrowers, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such unpaid amounts and L/C Borrowings, and second, to the Applicable Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders.
(d) The Administrative Agent shall promptly notify the Applicable Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Domestic Borrowers and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Administrative Agent shall notify McKesson Canada and the Canadian Lenders of any change in BA Canada’s prime lending rate used in determining the Canadian Prime Rate promptly following the public announcement of such change.
(e) After giving effect to all Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten Interest Periods in effect at any time with respect to Committed Loans.
(f) The Dollar Equivalent amount of any Borrowing in Canadian Dollars will be determined by the Canadian Administrative Agent for such Borrowing on the Computation Date therefor in accordance with Section 2.16(a) and shall be conclusive absent manifest error.a.
Appears in 1 contract
Borrowings, Conversions and Continuations of Committed Loans. (a) With respect The Domestic Borrower may request Committed Domestic Loans by notice to the Domestic LoansAdministrative Agent, each and the Canadian Borrower may request Committed Canadian Loans by notice to the Canadian Administrative Agent, all as provided below. Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Rate Committed Loans as the same Type shall be made upon the applicable Domestic Borrower’s irrevocable notice to the applicable Administrative Agent, which may be given by telephone. Each such notice from the Domestic Borrower must be received by the Domestic Administrative Agent not later than 9:00 10:00 a.m.
(i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Committed Loans or of any conversion of Eurodollar Rate Committed Loans to Base Rate Committed Loans, and (ii) on the requested date of any Borrowing of Base Rate Committed Loans. With respect to Canadian Loans, each Borrowing, each conversion of Canadian Loans from one Type to the other and each continuation of Eurodollar Rate Loans shall be made upon McKesson Canada’s irrevocable notice to the Canadian Administrative Agent, which may be given by telephone. Each such notice from the Canadian Borrower must be received by the Canadian Administrative Agent not later than 11:00 a.m. (Eastern time) (i) 1:00 p.m. three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Committed Loans or of any conversion of Eurodollar Rate Committed Loans to Canadian Prime Base Rate Committed Loans, and (ii) one Business Day prior to 11:30 a.m. on the requested date of any Borrowing of Canadian Prime Base Rate Committed Loans. Each such telephonic notice by a Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Applicable applicable Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Applicable applicable Borrower. Each BorrowingCommitted Borrowing of, conversion to or continuation of Domestic Eurodollar Rate Committed Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof and, thereof. Each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in the case of Canadian Loans, in an aggregate minimum a principal amount of Cdn.$5,000,000 $500,000 or any a whole multiple of Cdn.$1,000,000 $100,000 in excess thereof. Except as provided in Section 2.03(c) and 2.04(g), each Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Applicable applicable Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Rate Committed Loans, (ii) the identity of the Borrower and the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the Applicable Currencythereto. If the Applicable applicable Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Applicable such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans or Canadian Prime Rate Loans, as appropriate. Any such automatic conversion to Base Rate Loans or Canadian Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Committed Loans. If the Applicable applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Committed Loans in any such Committed Loan Notice, but fails to specify an Interest Period, they it will be deemed to have specified an Interest Period of one month.
(b) Following receipt of a Committed Loan Notice for Domestic LoansNotice, the applicable Administrative Agent shall promptly notify each applicable Lender of the amount of its Pro Rata Share of the applicable Domestic Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Domestic Borrower, the such Administrative Agent shall notify each such Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.02(a). Following receipt of a Committed Loan Notice for Canadian Loans, the Canadian Administrative Agent shall promptly notify each Canadian Lender of the amount of its Canadian Pro Rata Share of the applicable Canadian Loans, and if no timely notice of a conversion or continuation is provided by the Borrowers, the Canadian Administrative Agent shall notify each Canadian Lender of the details of any automatic conversion to Canadian Prime Rate Loans described in Section 2.02(a)preceding subsection. In the case of a Committed Borrowing, each applicable Lender shall make the amount of its Domestic Committed Loan available to the applicable Administrative Agent in immediately available funds at the applicable Administrative Agent’s Office not later than 11:00 a.m., a.m. in the case of Domestic Loans and each Canadian Lender will make Eurodollar Rate Committed Loans and 1:00 p.m. in the amount case of its Canadian Loan available to the Canadian Administrative Agent in Canadian Dollars at the Canadian Administrative Agent’s Office by 11:00 a.m. (Eastern time) Base Rate Committed Loans on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Applicable applicable Administrative Agent shall make all funds so received available to the Applicable applicable Borrower in like funds as received by the Applicable such Administrative Agent either by (i) crediting the account of the Applicable such Borrower on the books of Bank of America or BA Bank of America Canada (as applicable) with the amount of such funds or (ii) wire transfer of otherwise disbursing such funds, in each case funds in accordance with instructions provided to (and reasonably acceptable to) the Applicable Agent by the Applicable applicable Borrower’s written instructions; provided, however, that if, on the date the of a Committed Loan Notice with respect to such Borrowing is given by a Borrower, there are unpaid amounts due in respect of Bankers’ Acceptances, in the case of McKesson Canada, or L/C Borrowings by such Borrower outstanding, in the case of the Domestic Borrowers, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such unpaid amounts and L/C Borrowings, and second, to the Applicable such Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Rate Committed Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Committed Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Committed Loans without the consent of the Required Lenders.
(d) The applicable Administrative Agent shall promptly notify the Applicable applicable Borrower and the applicable Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Committed Loans upon determination of such interest rate. The determination of the Eurodollar Rate by the such Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the The applicable Administrative Agent shall notify the Domestic Borrowers applicable Borrower and the applicable Lenders of any change in the prime rate of Bank of America’s prime rate America or Bank of America Canada (as applicable) used in determining the Base Rate promptly following the public announcement of such change. At change if any time that Canadian Prime Base Rate Loans are then outstanding, the Canadian Administrative Agent shall notify McKesson Canada and the Canadian Lenders of any change in BA Canada’s prime lending rate used in determining the Canadian Prime Rate promptly following the public announcement of such change.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten eight Interest Periods in effect at any time with respect to Committed Domestic Loans and not more than five Interest Periods in effect with respect to Canadian Loans.
(f) The Dollar Equivalent amount of any Borrowing in Canadian Dollars will be determined by the Canadian Administrative Agent for such Borrowing on the Computation Date therefor in accordance with Section 2.16(a) and shall be conclusive absent manifest error.
Appears in 1 contract
Borrowings, Conversions and Continuations of Committed Loans. (a) With respect to Domestic Loans, each Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans or continuation of Tranche C Loans shall be made upon the applicable Domestic Borrower’s irrevocable notice to the Administrative Agent (or Canadian Sub-Agent, in the case of Tranche B, or Australian Sub-Agent, in the case of Tranche C), which may be given by telephone. Each such notice must be received by the Administrative Applicable Agent not later than 9:00 a.m.
12:00 noon (Central time) in the case of Tranche A Loans, 11:00 a.m. (Central time) in the case of Tranche B Loans, and 11:00 a.m. (Central time) in the case of Tranche C Loans, (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans denominated in US Dollars or of any conversion of Eurodollar Base Rate Loans to Base Eurocurrency Rate Committed LoansLoans denominated in US Dollars, and (ii) on four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing of Base Rate Committed Loans. With respect to Canadian Loans, each Borrowing, each conversion of Canadian Loans from one Type to the other and each or continuation of Eurodollar Eurocurrency Rate Loans shall be made upon McKesson Canada’s irrevocable notice to the Canadian Administrative Agentdenominated in Alternative Currencies, which may be given by telephone. Each such notice must be received by the Canadian Administrative Agent not later than 11:00 a.m. (Eastern timeiii) (i) three four Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Tranche C Loans, (iv) on the requested date of any Borrowing of, or conversion of Eurocurrency Rate Loans or of any conversion of Eurodollar to, Base Rate Loans to Canadian Prime Rate Committed Loans, and (iiv) one Business Day prior to on the requested date of any Borrowing of Canadian Prime Rate Loans. Each telephonic notice by a Borrower pursuant to this Section 2.02(a2.2(a) must be confirmed promptly by delivery to the Applicable Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable BorrowerAgent. Each BorrowingBorrowing of, conversion to or continuation of Domestic Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans, in a principal amount of $5,000,000 US$50,000,000 or a whole multiple of $US$1,000,000 in excess thereof and(or the Dollar Equivalent thereof); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or any other amount (or meeting any other criterion) as at any time ensures that it does not qualify as attracting funds from the “public” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y) for Tranche B Loans denominated in Canadian Dollars, in a principal amount of CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in an aggregate minimum a principal amount of Cdn.$5,000,000 A$5,000,000 or any whole multiple integral multiples of Cdn.$1,000,000 A$1,000,000 in excess thereof. Except as provided in Section 2.03(c) and 2.04(g), each Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Applicable applicable Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Eurocurrency Rate Loans or Tranche C Loans, (ii) the identity of the Borrower and the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the Applicable Currencycurrency of the Committed Loans to be borrowed. If any Borrower (other than the Applicable Tranche C Borrower) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in US Dollars. If any Borrower (other than the Tranche C Borrower) fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Applicable such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, (x) in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Canadian Dollars, Base Rate Loans or in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian Prime Dollars, such Loans shall be continued as Eurocurrency Rate Loans, as appropriateLoans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans or Canadian Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the Applicable applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, they it will be deemed to have specified an Interest Period of one month. If the Tranche C Borrower requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency. Notwithstanding the foregoing, if after giving effect to the making of any Tranche A Loans, Tranche B Loans or Tranche C Loans, the Unused Tranche A Commitment would be less than or equal to the Dollar Equivalent of EUR 300,000,000 (as determined by the Administrative Agent), then, only to the extent TKG has not borrowed EUR 300,000,000 as of the date such Loan is to be made, such Loans shall not be made without the consent of TKG (which consent may be waived only by TKG).
(b) Following receipt of a Committed Loan Notice for Domestic LoansNotice, the Administrative Agent shall promptly notify each appropriate Lender of the contents thereof and the amount (and currency) of its Pro Rata Share of the applicable Domestic Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Domestic Borrower, the Administrative Agent shall notify each appropriate Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other than US Dollars, in each case as described in Section 2.02(a). Following receipt of a Committed Loan Notice for Canadian Loans, the Canadian Administrative Agent shall promptly notify each Canadian Lender of the amount of its Canadian Pro Rata Share of the applicable Canadian Loans, and if no timely notice of a conversion or continuation is provided by the Borrowers, the Canadian Administrative Agent shall notify each Canadian Lender of the details of any automatic conversion to Canadian Prime Rate Loans described in Section 2.02(a)preceding subsection. In the case of a Committed Borrowing, each Tranche A Lender shall make the amount of its Domestic Committed Loan available to the Administrative Agent, each Tranche B Lender shall make the amount of its Committed Loan available to the Canadian Sub-Agent and each Tranche C Lender shall make the amount of its Committed Loan available to the Australian Sub-Agent, in immediately available funds Same Day Funds at the Administrative Agent’s Office for the applicable currency, the office of the Canadian Sub-Agent located in Montreal, Canada, or the Australian Sub-Agent’s Office, as the case may be, not later than 11:00 a.m., and each Canadian Lender will make the amount of its Canadian Loan available to the Canadian Administrative Agent in Canadian Dollars at the Canadian Administrative Agent’s Office by 11:00 a.m. (Eastern time) 1:00 p.m. on the Business Day specified, in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency or Australian Dollars, in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01)4.2, the Applicable Agent shall make all funds so received available to the Applicable applicable Borrower in like funds as received by the Applicable Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent either by (i) crediting the account of the Applicable such Borrower on the books of Bank of America or BA Canada BNP Paribas with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Applicable Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent by the Applicable such Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by a Borrower, there are unpaid amounts due in respect of Bankers’ Acceptances, in the case of McKesson Canada, or L/C Borrowings outstanding, in the case of the Domestic Borrowers, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such unpaid amounts and L/C Borrowings, and second, to the Applicable Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Eurocurrency Rate Loan. During the existence of a an Event of Default, no Loans may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans (whether in US Dollars or any Alternative Currency) without the consent of the applicable Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. Except as otherwise provided herein, a Tranche C Loan may be continued only on the last day of an Interest Period for such Tranche C Loan.
(d) The Administrative Agent shall promptly notify the Applicable applicable Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurodollar Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. The Australian Sub-Agent shall promptly notify the Tranche C Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Tranche C Loans upon determination of such interest rate. The determination of the Bank Bxxx Rate by the Australian Sub-Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Domestic Borrowers applicable Borrower and the appropriate Lenders of any change in Bank of AmericaBNP Paribas’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Administrative Sub-Agent shall notify McKesson Canada TCCI and the Canadian Tranche B Lenders of any change in BA Canada’s prime lending rate used in determining the Canadian Prime Rate promptly following the public announcement of such changea change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Bank.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten fifteen (15) Interest Periods in effect at any time with respect to Committed Loans.
(f) The Dollar Equivalent amount Each Lender at its option may make any Loans by causing any domestic or foreign branch or Affiliate of such Lender to make such Loans; provided that any Borrowing in Canadian Dollars will be determined by exercise of such option shall not affect the Canadian Administrative Agent for obligation of the applicable Borrower to repay such Borrowing on the Computation Date therefor Loans in accordance with the terms of this Agreement and provided further that any exercise of such option shall not increase the Borrower’s obligations under Section 2.16(a) and shall be conclusive absent manifest error3.1 or Section 3.4.
Appears in 1 contract
Samples: 364 Day Credit Agreement (Toyota Motor Credit Corp)
Borrowings, Conversions and Continuations of Committed Loans. (a) With respect to Domestic Loans, each Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans or continuation of Tranche C Loans shall be made upon the applicable Domestic Borrower’s irrevocable notice to the Administrative Agent (or Canadian Sub-Agent, in the case of Tranche B, or Australian Sub-Agent, in the case of Tranche C), which may be given by telephone. Each such notice must be received by the Administrative Applicable Agent not later than 9:00 a.m.
12:00 noon (Central time) in the case of Tranche A Loans, 11:00 a.m. (Central time) in the case of Tranche B Loans, and 11:00 a.m. (Central time) in the case of Tranche C Loans, (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans denominated in US Dollars or of any conversion of Eurodollar Base Rate Loans to Base Eurocurrency Rate Committed LoansLoans denominated in US Dollars, and (ii) on four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing of Base Rate Committed Loans. With respect to Canadian Loans, each Borrowing, each conversion of Canadian Loans from one Type to the other and each or continuation of Eurodollar Eurocurrency Rate Loans shall be made upon McKesson Canada’s irrevocable notice to the Canadian Administrative Agentdenominated in Alternative Currencies, which may be given by telephone. Each such notice must be received by the Canadian Administrative Agent not later than 11:00 a.m. (Eastern timeiii) (i) three four Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Tranche C Loans, (iv) on the requested date of any Borrowing of, or conversion of Eurocurrency Rate Loans or of any conversion of Eurodollar to, Base Rate Loans to Canadian Prime Rate Committed Loans, and (iiv) one Business Day prior to on the requested date of any Borrowing of Canadian Prime Rate Loans. Each telephonic notice by a Borrower pursuant to this Section 2.02(a2.2(a) must be confirmed promptly by delivery to the Applicable Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable BorrowerAgent. Each BorrowingBorrowing of, conversion to or continuation of Domestic Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans, in a principal amount of $5,000,000 US$50,000,000 or a whole multiple of $US$1,000,000 in excess thereof and(or the Dollar Equivalent thereof); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or any other amount (or meeting any other criterion) as at any time ensures that it does not qualify as attracting funds from the “public” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y) for Tranche B Loans denominated in Canadian Dollars, in a principal amount of CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in an aggregate minimum a principal amount of Cdn.$5,000,000 A$5,000,000 or any whole multiple integral multiples of Cdn.$1,000,000 A$1,000,000 in excess thereof. Except as provided in Section 2.03(c) and 2.04(g), each Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Applicable applicable Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Eurocurrency Rate Loans or Tranche C Loans, (ii) the identity of the Borrower and the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the Applicable Currencycurrency of the Committed Loans to be borrowed. If any Borrower (other than the Applicable Tranche C Borrower) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in US Dollars. If any Borrower (other than the Tranche C Borrower) fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Applicable such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, (x) in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Canadian Dollars, Base Rate Loans or in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian Prime Dollars, such Loans shall be continued as Eurocurrency Rate Loans, as appropriateLoans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans or Canadian Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the Applicable applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, they it will be deemed to have specified an Interest Period of one month. If the Tranche C Borrower requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.
(b) Following receipt of a Committed Loan Notice for Domestic LoansNotice, the Administrative Agent shall promptly notify each appropriate Lender of the contents thereof and the amount (and currency) of its Pro Rata Share of the applicable Domestic Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Domestic Borrower, the Administrative Agent shall notify each appropriate Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other than US Dollars, in each case as described in Section 2.02(a). Following receipt of a Committed Loan Notice for Canadian Loans, the Canadian Administrative Agent shall promptly notify each Canadian Lender of the amount of its Canadian Pro Rata Share of the applicable Canadian Loans, and if no timely notice of a conversion or continuation is provided by the Borrowers, the Canadian Administrative Agent shall notify each Canadian Lender of the details of any automatic conversion to Canadian Prime Rate Loans described in Section 2.02(a)preceding subsection. In the case of a Committed Borrowing, each Tranche A Lender shall make the amount of its Domestic Committed Loan available to the Administrative Agent, each Tranche B Lender shall make the amount of its Committed Loan available to the Canadian Sub-Agent and each Tranche C Lender shall make the amount of its Committed Loan available to the Australian Sub-Agent, in immediately available funds Same Day Funds at the Administrative Agent’s Office for the applicable currency, the office of the Canadian Sub-Agent located in Montreal, Canada, or the Australian Sub-Agent’s Office, as the case may be, not later than 11:00 a.m., and each Canadian Lender will make the amount of its Canadian Loan available to the Canadian Administrative Agent in Canadian Dollars at the Canadian Administrative Agent’s Office by 11:00 a.m. (Eastern time) 1:00 p.m. on the Business Day specified, in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency or Australian Dollars, in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01)4.2, the Applicable Agent shall make all funds so received available to the Applicable applicable Borrower in like funds as received by the Applicable Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent either by (i) crediting the account of the Applicable such Borrower on the books of Bank of America or BA Canada BNP Paribas with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Applicable Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent by the Applicable such Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by a Borrower, there are unpaid amounts due in respect of Bankers’ Acceptances, in the case of McKesson Canada, or L/C Borrowings outstanding, in the case of the Domestic Borrowers, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such unpaid amounts and L/C Borrowings, and second, to the Applicable Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Eurocurrency Rate Loan. During the existence of a an Event of Default, no Loans may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans (whether in US Dollars or any Alternative Currency) without the consent of the applicable Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. Except as otherwise provided herein, a Tranche C Loan may be continued only on the last day of an Interest Period for such Tranche C Loan.
(d) The Administrative Agent shall promptly notify the Applicable applicable Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurodollar Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. The Australian Sub-Agent shall promptly notify the Tranche C Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Tranche C Loans upon determination of such interest rate. The determination of the Bank Bxxx Rate by the Australian Sub-Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Domestic Borrowers applicable Borrower and the appropriate Lenders of any change in Bank of AmericaBNP Paribas’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Administrative Sub-Agent shall notify McKesson Canada TCCI and the Canadian Tranche B Lenders of any change in BA Canada’s prime lending rate used in determining the Canadian Prime Rate promptly following the public announcement of such changea change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Bank.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten fifteen (15) Interest Periods in effect at any time with respect to Committed Loans.
(f) The Dollar Equivalent amount Each Lender at its option may make any Loans by causing any domestic or foreign branch or Affiliate of such Lender to make such Loans; provided that any Borrowing in Canadian Dollars will be determined by exercise of such option shall not affect the Canadian Administrative Agent for obligation of the applicable Borrower to repay such Borrowing on the Computation Date therefor Loans in accordance with the terms of this Agreement and provided further that any exercise of such option shall not increase the Borrower’s obligations under Section 2.16(a) and shall be conclusive absent manifest error3.1 or Section 3.4.
Appears in 1 contract
Borrowings, Conversions and Continuations of Committed Loans. (a) With respect to Domestic Loans, each BorrowingEach Committed Borrowing (other than Acceptances), each conversion of Committed Loans (other than Acceptances) from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the applicable Domestic Borrower’s irrevocable notice written Committed Loan Notice to the Administrative applicable Agent, which may be given by telephonefacsimile. Each such notice must be received by the Administrative applicable Agent not later than 9:00 a.m.10:00 A. M.
(i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Committed Loans, and (ii) on the requested date of any Borrowing of Base Rate Committed Loans. With respect to Canadian Loans, each Borrowing, each conversion of Canadian Loans from one Type to the other and each continuation of Eurodollar Rate Loans shall be made upon McKesson Canada’s irrevocable notice to the Canadian Administrative Agent, which may be given by telephone. Each such notice must be received by the Canadian Administrative Agent not later than 11:00 a.m. (Eastern time) (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Canadian Prime Rate Loans, and (ii) one Business Day prior to the requested date of any Canadian Borrowing of Base Rate Committed Loans or Canadian Prime Loans and (iii) on the requested date of any U.S. Borrowing of Base Rate Committed Loans. Each telephonic notice by a Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Applicable Agent of a such written Committed Loan Notice, Notice must be appropriately completed and signed by a Responsible Officer of the Applicable applicable Borrower. Each BorrowingBorrowing of, conversion to or continuation of Domestic Eurodollar Rate Loans shall be in a principal amount of U.S. $5,000,000 500,000 or a whole multiple of U.S. $1,000,000 in excess thereof and, in the case of Canadian Loans, in an aggregate minimum amount of Cdn.$5,000,000 or any whole multiple of Cdn.$1,000,000 100,000 in excess thereof. Except as provided in Section Sections 2.03(c) and 2.04(g2.04(c), each Borrowing of or conversion to Base Rate Committed Loans or Canadian Prime Committed Loans shall be in a principal amount of U.S. $500,000 or a whole multiple of U.S. $100,000 in excess thereof with respect to Base Rate Committed Loans or Cdn. $500,000 or a whole multiple of Cdn. $100,000 in excess thereof with respect to Canadian Prime Committed Loans. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Applicable applicable Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the identity of the Borrower and the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Class and Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the Applicable Currencythereto. If the Applicable applicable Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Applicable applicable Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans or Canadian Prime Rate Loans, as appropriate. Any such automatic conversion to Base Rate Loans or Canadian Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Applicable a Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, they it will be deemed to have specified an Interest Period of one month. Canadian Prime Rate Borrowings may only be converted into a Borrowing by way of Acceptances in accordance with Section 2.03. This Section 2.02(a) shall not be construed to permit any conversion of the currency in which a Borrowing is denominated.
(b) Following receipt of a Committed Loan Notice for Domestic LoansNotice, the Administrative applicable Agent shall promptly notify each applicable Lender of the amount of its Pro Rata Share Applicable Percentage of the applicable Domestic Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Domestic Borrower, the Administrative applicable Agent shall notify each applicable Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.02(a). Following receipt of a Committed Loan Notice for Canadian Loans, the Canadian Administrative Agent shall promptly notify each Canadian Lender of the amount of its Canadian Pro Rata Share of the applicable Canadian Loans, and if no timely notice of a conversion or continuation is provided by the Borrowers, the Canadian Administrative Agent shall notify each Canadian Lender of the details of any automatic conversion to Canadian Prime Rate Loans described in Section 2.02(a)preceding subsection. In the case of a Committed Borrowing, each applicable Lender shall make the amount of its Domestic Committed Loan available to the Administrative applicable Agent in immediately available funds at the Administrative applicable Agent’s Office not later than 11:00 a.m., and each Canadian Lender will make the amount of its Canadian Loan available to the Canadian Administrative Agent in Canadian Dollars at the Canadian Administrative Agent’s Office by 11:00 a.m. (Eastern time) 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Applicable applicable Agent shall make all funds so received available to the Applicable applicable Borrower in like funds as received by the Applicable applicable Agent either by (i) crediting the account of the Applicable applicable Borrower on the books of Bank of America or BA Canada Bank of America Canada, as the case may be, with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Applicable applicable Agent by the Applicable applicable Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by a Borrower, there are unpaid amounts due in respect of Bankers’ Acceptances, in the case of McKesson Canada, or L/C Borrowings of such Borrower outstanding, in the case of the Domestic Borrowers, then the proceeds of such Borrowing first, shall be applied, first, applied to the payment in full of any such unpaid amounts and L/C Borrowings, and second, shall be made available to the Applicable applicable Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of a Default, Default no Loans may be requested as, converted to or continued as Eurodollar Rate Loans or a Borrowing by way of Acceptances without the consent of the Required Lenders, and Required Lenders may demand that any or all of the then outstanding Eurodollar Rate Loans be converted immediately to Base Rate Committed Loans and all Acceptances be converted immediately upon their maturity to Canadian Prime Committed Loans and each Borrower agrees to pay all amounts due under Section 3.05 in accordance with the terms thereof due to any such conversion.
(d) The Administrative Each Agent shall promptly notify the Applicable applicable Borrower and the applicable Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Domestic Borrowers and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Administrative Agent shall notify McKesson Canada and the Canadian Lenders of any change in BA Canada’s prime lending rate used in determining the Canadian Prime Rate promptly following the public announcement of such change.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten five Interest Periods in effect at any time with respect to Committed LoansEurodollar Rate Loans to U.S. Borrower, three Interest Periods in effect with respect to Eurodollar Rate Loans to Canadian Borrower and three Borrowings in effect by way of Acceptances.
(f) The Dollar Equivalent amount of any Borrowing in Canadian Dollars will be determined by the Canadian Administrative Agent for such Borrowing on the Computation Date therefor in accordance with Section 2.16(a) and shall be conclusive absent manifest error.
Appears in 1 contract
Samples: Credit Agreement (Castle a M & Co)
Borrowings, Conversions and Continuations of Committed Loans. (a) With respect to Domestic Loans, each Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Eurocurrency Rate Loans or continuation of Tranche C Loans shall be made upon the applicable Domestic Borrower’s irrevocable notice to the Administrative Agent (or Canadian Sub-Agent, in the case of Tranche B, or Australian Sub-Agent, in the case of Tranche C), which may be given by telephone. Each such notice must be received by the Administrative Applicable Agent not later than 10:00 a.m. (Pacific time) in the case of Tranche A Loans, 9:00 a.m.
a.m. (Pacific time) in the case of Tranche B Loans, and 9:00 a.m. (Pacific time) in the case of Tranche C Loans, (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans denominated in US Dollars or of any conversion of Eurodollar Base Rate Loans to Base Eurocurrency Rate Committed LoansLoans denominated in US Dollars, and (ii) on four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing of Base Rate Committed Loans. With respect to Canadian Loans, each Borrowing, each conversion of Canadian Loans from one Type to the other and each or continuation of Eurodollar Eurocurrency Rate Loans shall be made upon McKesson Canada’s irrevocable notice to the Canadian Administrative Agentdenominated in Alternative Currencies, which may be given by telephone. Each such notice must be received by the Canadian Administrative Agent not later than 11:00 a.m. (Eastern timeiii) (i) three four Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Tranche C Loans, (iv) on the requested date of any Borrowing of, or conversion of Eurocurrency Rate Loans or of any conversion of Eurodollar to, Base Rate Loans to Canadian Prime Rate Committed Loans, and (iiv) one Business Day prior to on the requested date of any Borrowing of Canadian Prime Rate LoansLoans and (vi) as set forth in Section 2.15(a) for Bankers’ Acceptances, Drafts or BA Equivalent Notes. Each telephonic notice by a Borrower pursuant to this Section 2.02(a2.2(a) must be confirmed promptly by delivery to the Applicable Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable BorrowerAgent. Each BorrowingExcept as otherwise provided in Section 2.15(a), each Borrowing of, conversion to or continuation of Domestic Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans, in a principal amount of $5,000,000 US$50,000,000 or a whole multiple of $US$1,000,000 in excess thereof and(or the Dollar Equivalent thereof); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or any other amount (or meeting any other criterion) as at any time ensures that it does not qualify as attracting funds from the “public” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y) for Tranche B Loans denominated in Canadian Dollars, in a principal amount of CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in an aggregate minimum a principal amount of Cdn.$5,000,000 A$5,000,000 or any whole multiple integral multiples of Cdn.$1,000,000 A$1,000,000 in excess thereof. Except as provided in Section 2.03(c) and 2.04(g), each Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Applicable applicable Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Eurocurrency Rate Loans or Tranche C Loans, (ii) the identity of the Borrower and the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the Applicable Currencycurrency of the Committed Loans to be borrowed. If any Borrower (other than TFA) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Applicable Committed Loans so requested shall be made in US Dollars. If any Borrower (other than TFA) fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Applicable such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, (x) in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Canadian Dollars, Base Rate Loans or in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian Prime Dollars, such Loans shall be continued as Eurocurrency Rate Loans, as appropriateLoans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans or Canadian Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Eurocurrency Rate Loans. If the Applicable applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, they it will be deemed to have specified an Interest Period of one month. If TFA requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.
(b) Following receipt of a Committed Loan Notice for Domestic LoansNotice, the Administrative Agent shall promptly notify each appropriate Lender of the contents thereof and the amount (and currency) of its Pro Rata Share of the applicable Domestic Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Domestic Borrower, the Administrative Agent shall notify each appropriate Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other than US Dollars, in each case as described in Section 2.02(a). Following receipt of a Committed Loan Notice for Canadian Loans, the Canadian Administrative Agent shall promptly notify each Canadian Lender of the amount of its Canadian Pro Rata Share of the applicable Canadian Loans, and if no timely notice of a conversion or continuation is provided by the Borrowers, the Canadian Administrative Agent shall notify each Canadian Lender of the details of any automatic conversion to Canadian Prime Rate Loans described in Section 2.02(a)preceding subsection. In the case of a Committed Borrowing, each Tranche A Lender shall make the amount of its Domestic Committed Loan available to the Administrative Agent, each Tranche B Lender shall make the amount of its Committed Loan available to the Canadian Sub-Agent and each Tranche C Lender shall make the amount of its Committed Loan available to the Australian Sub-Agent, in immediately available funds Same Day Funds at the Administrative Agent’s Office for the applicable currency, the office of the Canadian Sub-Agent located in Montreal, Canada, or the Australian Sub-Agent’s Office, as the case may be, not later than 11:00 a.m., and each Canadian Lender will make the amount of its Canadian Loan available to the Canadian Administrative Agent in Canadian Dollars at the Canadian Administrative Agent’s Office by 11:00 a.m. (Eastern time) 1:00 p.m. on the Business Day specified, in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency or Australian Dollars, in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01)4.2, the Applicable Agent shall make all funds so received available to the Applicable applicable Borrower in like funds as received by the Applicable Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent either by (i) crediting the account of the Applicable such Borrower on the books of Bank of America or BA Canada BNP Paribas with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Applicable Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent by the Applicable such Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by a Borrower, there are unpaid amounts due in respect of Bankers’ Acceptances, in the case of McKesson Canada, or L/C Borrowings outstanding, in the case of the Domestic Borrowers, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such unpaid amounts and L/C Borrowings, and second, to the Applicable Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Eurocurrency Rate Loan. During the existence of a an Event of Default, no Loans may be requested as, converted to or continued as Eurodollar Eurocurrency Rate Loans (whether in US Dollars or any Alternative Currency) without the consent of the applicable Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. Except as otherwise provided herein, a Tranche C Loan may be continued only on the last day of an Interest Period for such Tranche C Loan.
(d) The Administrative Agent shall promptly notify the Applicable applicable Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Eurodollar Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurodollar Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. The Australian Sub-Agent shall promptly notify TFA and the appropriate Lenders of the interest rate applicable to any Interest Period for Tranche C Loans upon determination of such interest rate. The determination of the Bank Bxxx Rate by the Australian Sub-Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Domestic Borrowers applicable Borrower and the appropriate Lenders of any change in Bank of AmericaBNP Paribas’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Administrative Sub-Agent shall notify McKesson Canada TCCI and the Canadian Tranche B Lenders of any change in BA Canada’s prime lending rate used in determining the Canadian Prime Rate promptly following the public announcement of such changea change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Bank.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten fifteen (15) Interest Periods in effect at any time with respect to Committed Loans.
(f) The Dollar Equivalent amount Each Lender at its option may make any Loans by causing any domestic or foreign branch or Affiliate of such Lender to make such Loans; provided that any Borrowing in Canadian Dollars will be determined by exercise of such option shall not affect the Canadian Administrative Agent for obligation of the applicable Borrower to repay such Borrowing on the Computation Date therefor Loans in accordance with the terms of this Agreement and provided further that any exercise of such option shall not increase the Borrower’s obligations under Section 2.16(a) and shall be conclusive absent manifest error3.1 or Section 3.4.
Appears in 1 contract
Samples: Five Year Credit Agreement (Toyota Motor Credit Corp)