Canadian Bankers’ Acceptances. (a) Each acceptance and purchase of B/As of a single Contract Period pursuant to Section 2.01 or 2.02 shall be made ratably by the Multicurrency Revolving Lenders in accordance with their Multicurrency Revolving Commitment Percentage. The failure of any Multicurrency Revolving Lender to accept any B/A required to be accepted by it shall not relieve any other Multicurrency Revolving Lender of its obligations hereunder; provided that the Multicurrency Revolving Commitments are several and no Multicurrency Revolving Lender shall be responsible for any other Multicurrency Revolving Lender’s failure to accept B/As as required. (b) The B/As of a single Contract Period accepted and purchased on any date shall be in an aggregate amount that is an integral multiple of C$1.0 million and not less than C$5.0 million. The face amount of each B/A shall be C$100,000 or any whole multiple thereof. If any Multicurrency Revolving Lender’s ratable share of the B/As of any Contract Period to be accepted on any date would not be an integral multiple of C$100,000, the face amount of the B/As accepted by such Multicurrency Revolving Lender may be increased or reduced to the nearest integral multiple of C$100,000 by the Canadian Agent in its sole discretion. B/As of more than one Contract Period may be outstanding at the same time; provided that there shall not at any time be more than a total of five (5) B/A Drawings outstanding. (c) To request an acceptance and purchase of B/As, a Canadian Borrower shall notify the Canadian Agent of such request by telephone or by telecopy not later than 10:00 a.m., Local Time, one Business Day before the date of such acceptance and purchase. Each such Loan Notice shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery or telecopy to the Canadian Agent of a written request in a form approved by the Canadian Agent and signed by such Canadian Borrower. Each such Loan Notice shall specify the following information: (i) the aggregate face amount of the B/As to be accepted and purchased; (ii) the date of such acceptance and purchase, which shall be a Business Day; (iii) the Contract Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Contract Period” (and which shall in no event end after the Revolving Termination Date); and (iv) the location and number of the applicable Canadian Borrower’s account to which any funds are to be disbursed, which shall comply with the requirements of Section 2.02. If no Contract Period is specified with respect to any requested acceptance and purchase of B/As, then the Canadian Borrower shall be deemed to have selected a Contract Period of 30 days’ duration. Promptly following receipt of a Loan Notice in accordance with this paragraph, the Canadian Agent shall advise each Multicurrency Revolving Lender of the details thereof and of the amount of B/As to be accepted and purchased by such Multicurrency Revolving Lender. (d) Each Canadian Borrower hereby appoints each Multicurrency Revolving Lender as its attorney to sign and endorse on its behalf, manually or by facsimile or mechanical signature, as and when deemed necessary by such Multicurrency Revolving Lender, blank forms of B/As. It shall be the responsibility of each Multicurrency Revolving Lender to maintain an adequate supply of blank forms of B/As for acceptance under this Credit Agreement. Each Canadian Borrower recognizes and agrees that all B/As signed and/or endorsed on its behalf by any Multicurrency Revolving Lender shall bind such Canadian Borrower as fully and effectually as if manually signed and duly issued by authorized officers of such Canadian Borrower. Each Multicurrency Revolving Lender is hereby authorized to issue such B/As endorsed in blank in such face amounts as may be determined by such Multicurrency Revolving Lender; provided that the aggregate face amount thereof is equal to the aggregate face amount of B/As required to be accepted by such Multicurrency Revolving Lender. No Multicurrency Revolving Lender shall be liable for any damage, loss or claim arising by reason of any loss or improper use of any such instrument unless such loss or improper use results from the gross negligence or willful misconduct of such Multicurrency Revolving Lender. Each Multicurrency Revolving Lender shall maintain a record with respect to B/As (i) received by it from the Canadian Agent in blank hereunder, (ii) voided by it for any reason, (iii) accepted and purchased by it hereunder and (iv) canceled at their respective maturities. Each Multicurrency Revolving Lender further agrees to retain such records in the manner and for the periods provided in applicable provincial or Federal statutes and regulations of Canada and to provide such records to each Canadian Borrower upon its request and at its expense. Upon request by any Canadian Borrower, a Multicurrency Revolving Lender shall cancel all forms of B/A that have been pre-signed or pre-endorsed on behalf of such Canadian Borrower and that are held by such Multicurrency Revolving Lender and are not required to be issued pursuant to this Credit Agreement. (e) Drafts of each Canadian Borrower to be accepted as B/As hereunder shall be signed as set forth in paragraph (d) above. Notwithstanding that any Person whose signature appears on any B/A may no longer be an authorized signatory for any of the Multicurrency Revolving Lenders or such Canadian Borrower at the date of issuance of such B/A, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance and any such B/A so signed shall be binding on such Canadian Borrower. (f) Upon acceptance of a B/A by a Multicurrency Revolving Lender, such Multicurrency Revolving Lender shall purchase, or arrange the purchase of, such B/A from the applicable Canadian Borrower at the Discount Rate for such Multicurrency Revolving Lender applicable to such B/A accepted by it and provide to the Canadian Agent the Discount Proceeds for the account of such Canadian Borrower as provided in Section 2.02. The acceptance fee payable by the applicable Canadian Borrower to a Multicurrency Revolving Lender under Section 2.09 in respect of each B/A accepted by such Multicurrency Revolving Lender shall be set off against the Discount Proceeds payable by such Multicurrency Revolving Lender under this paragraph. Notwithstanding the foregoing, in the case of any B/A Drawing resulting from the conversion or continuation of a B/A Drawing or Multicurrency Revolving Loan pursuant to Section 2.02, the net amount that would otherwise be payable to such Canadian Borrower by each Lender pursuant to this paragraph will be applied as provided in Section 2.02(f). (g) Each Multicurrency Revolving Lender may at any time and from time to time hold, sell, rediscount or otherwise dispose of any or all B/A’s accepted and purchased by it. (h) Each B/A accepted and purchased hereunder shall mature at the end of the Contract Period applicable thereto. (i) Each Canadian Borrower waives presentment for payment and any other defense to payment of any amounts due to a Multicurrency Revolving Lender in respect of a B/A accepted and purchased by it pursuant to this Credit Agreement which might exist solely by reason of such B/A being held, at the maturity thereof, by such Multicurrency Revolving Lender in its own right and each Canadian Borrower agrees not to claim any days of grace if such Multicurrency Revolving Lender as holder sues each Canadian Borrower on the B/A for payment of the amounts payable by such Canadian Borrower thereunder. On the specified maturity date of a B/A, or such earlier date as may be required pursuant to the provisions of this Credit Agreement, each Canadian Borrower shall pay the Multicurrency Revolving Lender that has accepted and purchased such B/A the full face amount of such B/A, and after such payment such Canadian Borrower shall have no further liability in respect of such B/A and such Multicurrency Revolving Lender shall be entitled to all benefits of, and be responsible for all payments due to third parties under, such B/A. (j) At the option of each Canadian Borrower and any Multicurrency Revolving Lender, B/As under this Credit Agreement to be accepted by such Multicurrency Revolving Lender may be issued in the form of depository bills for deposit with The Canadian Depository for Securities Limited pursuant to the Depository Bills and Notes Act (Canada). All depository bills so issued shall be governed by the provisions of this Section 2.15. (k) If a Multicurrency Revolving Lender is not a chartered bank under the Bank Act (Canada) or if a Multicurrency Revolving Lender notifies the Canadian Agent in writing that it is otherwise unable to accept B/As, such Multicurrency Revolving Lender will, instead of accepting and purchasing B/As, make a Loan (a “B/A Equivalent Loan”) to the applicable Canadian Borrower in the amount and for the same term as the draft which such Multicurrency Revolving Lender would otherwise have been required to accept and purchase hereunder. Each such Multicurrency Revolving Lender will provide to the Canadian Agent the Discount Proceeds of such B/A Equivalent Loan for the account of the applicable Canadian Borrower in the same manner as such Multicurrency Revolving Lender would have provided the Discount Proceeds in respect of the draft which such Multicurrency Revolving Lender would otherwise have been required to accept and purchase hereunder. Each such B/A Equivalent Loan will bear interest at the same rate which would result if such Multicurrency Revolving Lender had accepted (and been paid an acceptance fee) and purchased (on a discounted basis) a B/A for the relevant Contract Period (it being the intention of the parties that each such B/A Equivalent Loan shall have the same economic consequences for the Multicurrency Revolving Lenders and the applicable Canadian Borrower as the B/A which such B/A Equivalent Loan replaces). All such interest shall be paid in advance on the date such B/A Equivalent Loan is made, and will be deducted from the principal amount of such B/A Equivalent Loan in the same manner in which the Discount Proceeds of a B/A would be deducted from the face amount of the B/A. Subject to the repayment requirements of this Credit Agreement, on the last day of the relevant Contract Period for such B/A Equivalent Loan, the applicable Canadian Borrower shall be entitled to convert each such B/A Equivalent Loan into another type of Multicurrency Revolving Loan, or to roll over each such B/A Equivalent Loan into another B/A Equivalent Loan, all in accordance with the applicable provisions of this Credit Agreement.
Appears in 5 contracts
Samples: Credit Agreement (Live Nation Entertainment, Inc.), Credit Agreement (Live Nation Entertainment, Inc.), Credit Agreement (Live Nation Entertainment, Inc.)
Canadian Bankers’ Acceptances. (a) Each acceptance and purchase of B/As of a single Contract Period pursuant to Section 2.01 2.01(a) or 2.02 Section 2.07 shall be made ratably by the Multicurrency Revolving Global Tranche Lenders in accordance with the amounts of their Multicurrency Revolving Commitment PercentageGlobal Tranche Commitments. The failure of any Multicurrency Revolving Global Tranche Lender to accept any B/A required to be accepted by it shall not relieve any other Multicurrency Revolving Global Tranche Lender of its obligations hereunder; provided that the Multicurrency Revolving Global Tranche Commitments are several and no Multicurrency Revolving Global Tranche Lender shall be responsible for any other Multicurrency Revolving Global Tranche Lender’s failure to accept B/As as required. Each Lender at its option may accept and purchase any B/A by causing any Canadian lending office or Canadian Affiliate of such Lender to accept and purchase such B/A, and all references in this Section to “Lender” shall apply to any such Canadian lending office or Canadian Affiliate of such Lender.
(b) The B/As of a single Contract Period accepted and purchased on any date shall be in an aggregate amount that is an integral multiple of C$1.0 million Cdn.$1,000,000 and not less than C$5.0 million. The face amount of each B/A shall be C$100,000 or any whole multiple thereofCdn.$5,000,000. If any Multicurrency Revolving Global Tranche Lender’s ratable share of the B/As of any Contract Period to be accepted on any date would not be an integral multiple of C$100,000Cdn.$100,000, the face amount of the B/As accepted by such Multicurrency Revolving Lender may be increased or reduced to the nearest integral multiple of C$100,000 Cdn.$100,000 by the Canadian Administrative Agent in its sole discretion. B/As of more than one Contract Period may be outstanding at the same time; provided that there shall not at any time be more than a total of five (5) seven B/A Drawings outstanding, or such greater number agreed to by the Canadian Administrative Agent.
(c) To request an acceptance and purchase of B/As, a Canadian Borrower Borrowing Subsidiary shall notify the Canadian Administrative Agent of such request by telephone or by telecopy not later than 10:00 a.m., Local Time, one Business Day before the date of such acceptance and purchase. Each such Loan Notice request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery or telecopy to the Canadian Administrative Agent of a written request in a form approved by the Canadian Administrative Agent and signed by such Canadian Borrower. Each such Loan Notice telephonic and written request shall specify the following information:
(i) the aggregate face amount of the B/As to be accepted and purchased;
(ii) the date of such acceptance and purchase, which shall be a Business Day;
(iii) the Contract Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Contract Period” (and which shall in no event end after the Revolving Termination Maturity Date); and
(iv) the location and number of the applicable Canadian BorrowerBorrowing Subsidiary’s account to which any funds are to be disbursed, which shall comply with the requirements of Section 2.02. If no Contract Period is specified with respect to any requested acceptance and purchase of B/As, then the Canadian Borrower Borrowing Subsidiary shall be deemed to have selected a Contract Period of 30 days’ duration. Promptly following receipt of a Loan Notice request in accordance with this paragraph, the Canadian Administrative Agent shall advise each Multicurrency Revolving Global Tranche Lender of the details thereof and of the amount of B/As to be accepted and purchased by such Multicurrency Revolving Lender.
(d) Each Canadian Borrower Borrowing Subsidiary hereby appoints each Multicurrency Revolving Global Tranche Lender as its attorney to sign and endorse on its behalf, manually or by facsimile or mechanical signature, as and when deemed necessary by such Multicurrency Revolving Lender, blank forms of B/As, each Lender hereby agreeing that it will not sign or endorse B/As in excess of those required in connection with B/A Drawings that have been requested by the Canadian Borrowing Subsidiaries hereunder. It shall be the responsibility of each Multicurrency Revolving Global Tranche Lender to maintain an adequate supply of blank forms of B/As for acceptance under this Credit Agreement. Each Canadian Borrower Borrowing Subsidiary recognizes and agrees that all B/As signed and/or endorsed on its behalf by any Multicurrency Revolving Global Tranche Lender in accordance with such Canadian Borrowing Subsidiary’s written request shall bind such Canadian Borrower Borrowing Subsidiary as fully and effectually as if manually signed and duly issued by authorized officers of such Canadian BorrowerBorrowing Subsidiary. Each Multicurrency Revolving Global Tranche Lender is hereby authorized to issue such B/As endorsed in blank in such face amounts as may be determined by such Multicurrency Revolving Lender; provided that the aggregate face amount thereof is equal to the aggregate face amount of B/As required to be accepted by such Multicurrency Revolving LenderLender in accordance with such Canadian Borrowing Subsidiary’s written request. No Multicurrency Revolving Global Tranche Lender shall be liable for any damage, loss or claim arising by reason of any loss or improper use of any such instrument unless such loss or improper use results from the bad faith, gross negligence or willful misconduct of such Multicurrency Revolving Lender. Each Multicurrency Revolving Global Tranche Lender shall maintain a record with respect to B/As (i) received by it from the Canadian Administrative Agent in blank hereunder, (ii) voided by it for any reason, (iii) accepted and purchased by it hereunder and (iv) canceled at their respective maturities. Each Multicurrency Revolving Global Tranche Lender further agrees to retain such records in the manner and for the periods provided in applicable provincial or Federal statutes and regulations of Canada and to provide such records to each Canadian Borrower Borrowing Subsidiary upon its request and at its expense. Upon request by any Canadian BorrowerBorrowing Subsidiary, a Multicurrency Revolving Global Tranche Lender shall cancel all forms of B/A that have been pre-signed or pre-endorsed on behalf of such Canadian Borrower Borrowing Subsidiary and that are held by such Multicurrency Revolving Global Tranche Lender and are not required to be issued pursuant to this Credit Agreement.
(e) Drafts of each Canadian Borrower Borrowing Subsidiary to be accepted as B/As hereunder shall be signed as set forth in paragraph (d) above. Notwithstanding that any Person whose signature appears on any B/A may no longer be an authorized signatory for any of the Multicurrency Revolving Lenders or such Canadian Borrower Borrowing Subsidiary at the date of issuance of such B/A, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance and any such B/A so signed and properly completed shall be binding on such Canadian BorrowerBorrowing Subsidiary.
(f) Upon acceptance of a B/A by a Multicurrency Revolving Lender, such Multicurrency Revolving Lender shall purchase, or arrange the purchase of, such B/A from the applicable Canadian Borrower Borrowing Subsidiary at the Discount Rate for such Multicurrency Revolving Lender applicable to such B/A accepted by it and provide to the Canadian Administrative Agent the Discount Proceeds for the account of such Canadian Borrower Borrowing Subsidiary as provided in Section 2.022.06. The acceptance fee payable by the applicable Canadian Borrower Borrowing Subsidiary to a Multicurrency Revolving Lender under Section 2.09 2.11 in respect of each B/A accepted by such Multicurrency Revolving Lender shall be set off against the Discount Proceeds payable by such Multicurrency Revolving Lender under this paragraph. Notwithstanding the foregoing, in the case of any B/A Drawing resulting from the conversion or continuation of a B/A Drawing or Multicurrency Revolving Global Tranche Loan pursuant to Section 2.022.07, the net amount that would otherwise be payable to such Canadian Borrower Borrowing Subsidiary by each Lender pursuant to this paragraph will be applied as provided in Section 2.02(f2.07(e).
(g) Each Multicurrency Revolving Lender may at any time and from time to time hold, sell, rediscount or otherwise dispose of any or all B/A’s accepted and purchased by itit (it being understood that no such sale, rediscount or disposition shall constitute an assignment or participation of any Commitment hereunder).
(h) Each B/A accepted and purchased hereunder shall mature at the end of the Contract Period applicable thereto.
(i) Each Subject to applicable law, each Canadian Borrower Borrowing Subsidiary waives presentment for payment and any other defense to payment of any amounts due to a Multicurrency Revolving Lender in respect of a B/A accepted and purchased by it pursuant to this Credit Agreement which might exist solely by reason of such B/A being held, at the maturity thereof, by such Multicurrency Revolving Lender in its own right and each Canadian Borrower Borrowing Subsidiary agrees not to claim any days of grace if such Multicurrency Revolving Lender as holder sues each such Canadian Borrower Borrowing Subsidiary on the B/A for payment of the amounts payable by such Canadian Borrower Borrowing Subsidiary thereunder. On the specified maturity date last day of the Contract Period of a B/A, or such earlier date as may be required pursuant to the provisions of this Credit Agreement, each Canadian Borrower Borrowing Subsidiary shall pay the Multicurrency Revolving Lender that has accepted and purchased such B/A the full face amount of such B/A, and after such payment such Canadian Borrower Borrowing Subsidiary shall have no further liability in respect of such B/A and such Multicurrency Revolving Lender shall be entitled to all benefits of, and be responsible for all payments due to third parties under, such B/A.
(j) At the option of each Canadian Borrower Borrowing Subsidiary and any Multicurrency Revolving Global Tranche Lender, B/As under this Credit Agreement to be accepted by such Multicurrency Revolving that Lender may be issued in the form of depository bills for deposit with The Canadian Depository for Securities Limited pursuant to the Depository Bills and Notes Act (Canada). All depository bills so issued shall be governed by the provisions of this Section 2.152.05.
(k) If a Multicurrency Revolving Global Tranche Lender is not a chartered bank under the Bank Act (Canada) or if a Multicurrency Revolving Global Tranche Lender notifies the Canadian Administrative Agent in writing that it is otherwise unable to accept B/As, such Multicurrency Revolving Lender will, instead of accepting and purchasing B/As, make a Loan (a “B/A Equivalent Loan”) to the applicable Canadian Borrower Borrowing Subsidiary in the amount and for the same term as the each draft which such Multicurrency Revolving Lender would otherwise have been required to accept and purchase hereunder. Each such Multicurrency Revolving Lender will provide to the Canadian Administrative Agent the Discount Proceeds of such B/A Equivalent Loan for the account of the applicable Canadian Borrower Borrowing Subsidiary in the same manner as such Multicurrency Revolving Lender would have provided the Discount Proceeds in respect of the draft which such Multicurrency Revolving Lender would otherwise have been required to accept and purchase hereunder. Each such B/A Equivalent Loan will bear interest at the same rate which that would result if such Multicurrency Revolving Lender had accepted (and been paid an acceptance fee) and purchased (on a discounted basis) a B/A for the relevant Contract Period (it being the intention of the parties that each such B/A Equivalent Loan shall have the same economic consequences for the Multicurrency Revolving Lenders and the applicable Canadian Borrower Borrowing Subsidiary as the B/A which that such B/A Equivalent Loan replaces). All such interest shall be paid in advance on the date such B/A Equivalent Loan is made, and will be deducted from the principal amount of such B/A Equivalent Loan in the same manner in which the Discount Proceeds of a B/A would be deducted from the face amount of the B/A. Subject to the repayment requirements of this Credit Agreement, on the last day of the relevant Contract Period for such B/A Equivalent Loan, the applicable Canadian Borrower Borrowing Subsidiary shall be entitled to convert each such B/A Equivalent Loan into another type of Multicurrency Revolving Loan, or to roll over each such B/A Equivalent Loan into another B/A Equivalent Loan, all in accordance with the applicable provisions of this Credit Agreement.
(l) Notwithstanding any provision hereof but subject to Section 2.10(b), the Borrowers may not prepay any B/A Drawing other than on the last day of its Contract Period.
(m) For greater certainty, all provisions of this Agreement which are applicable to B/As shall also be applicable, mutatis mutandis, to B/A Equivalent Loans.
Appears in 4 contracts
Samples: Credit Agreement (Molson Coors Brewing Co), Credit Agreement (Molson Coors Brewing Co), Credit Agreement (Molson Coors Brewing Co)
Canadian Bankers’ Acceptances. (a) Each acceptance and purchase of B/As of a single Contract Period pursuant to Section 2.01 2.01(c) or 2.02 Section 2.08 shall be made ratably by the Multicurrency Revolving Canadian Tranche Lenders in accordance with the amounts of their Multicurrency Revolving Commitment PercentageCanadian Tranche Commitments. The failure of any Multicurrency Revolving Canadian Tranche Lender to accept any B/A required to be accepted by it shall not relieve any other Multicurrency Revolving Canadian Tranche Lender of its obligations hereunder; provided that the Multicurrency Revolving Canadian Tranche Commitments are several and no Multicurrency Revolving Canadian Tranche Lender shall be responsible for any other Multicurrency Revolving Canadian Tranche Lender’s failure to accept B/As as requiredrequired hereunder.
(b) The B/As of a single Contract Period accepted and purchased on any date shall be in an aggregate amount that is an integral multiple of C$1.0 million 1,000,000 and not less than C$5.0 million1,000,000. The face amount of each B/A shall be C$100,000 or any whole multiple thereof. If any Multicurrency Revolving Canadian Tranche Lender’s ratable share of the B/As of any Contract Period to be accepted on any date would not be an integral multiple of C$100,000, the face amount of the B/As accepted by such Multicurrency Revolving Lender may be increased or reduced to the nearest integral multiple of C$100,000 by the Canadian Administrative Agent in its sole discretion. B/As of more than one Contract Period may be outstanding at the same time; provided that there shall not at any time be more than a total of five (5) B/A Drawings outstanding.
(c) To request an acceptance and purchase of B/As, a the Canadian Borrower shall notify the Canadian Administrative Agent of such request by telephone or by telecopy facsimile not later than 10:00 a.m., Local Time, one Business Day before the date of such acceptance and purchase. Each such Loan Notice request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery or telecopy facsimile to the Canadian Administrative Agent of a written request in a form approved by the Canadian Administrative Agent and signed by such the Canadian Borrower. Each such Loan Notice telephonic and written request shall specify the following information:
(i) the aggregate face amount of the B/As to be accepted and purchased;
(ii) the date of such acceptance and purchase, which shall be a Business Day;
(iii) the Contract Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Contract Period” (and which shall in no event end after the Revolving Termination Facility Maturity Date); and
(iv) the location and number of the applicable Canadian Borrower’s account to which any funds are to be disbursed, which shall comply with the requirements of Section 2.022.07. If no Contract Period is specified with respect to any requested acceptance and purchase of B/As, then the Canadian Borrower shall be deemed to have selected a Contract Period of 30 days’ duration. Promptly following receipt of a Loan Notice request in accordance with this paragraph, the Canadian Administrative Agent shall advise each Multicurrency Revolving Canadian Tranche Lender of the details thereof and of the amount of B/As to be accepted and purchased by such Multicurrency Revolving Lender.
(d) Each The Canadian Borrower hereby appoints each Multicurrency Revolving Canadian Tranche Lender as its attorney to sign and endorse on its behalf, manually or by facsimile or mechanical signature, as and when deemed necessary by such Multicurrency Revolving Lender, blank forms of B/As. It shall be the responsibility of each Multicurrency Revolving Canadian Tranche Lender to maintain an adequate supply of blank forms of B/As for acceptance under this Credit Agreement. Each The Canadian Borrower recognizes and agrees that all B/As signed and/or endorsed on its behalf by any Multicurrency Revolving Canadian Tranche Lender shall bind such the Canadian Borrower as fully and effectually as if manually signed and duly issued by authorized officers of such the Canadian Borrower. Each Multicurrency Revolving Canadian Tranche Lender is hereby authorized to issue such B/As endorsed in blank in such face amounts as may be determined by such Multicurrency Revolving LenderLender to comply with any request of the Canadian Borrower hereunder; provided that the aggregate face amount thereof is equal to the aggregate face amount of B/As required to be accepted by such Multicurrency Revolving Lender. No Multicurrency Revolving Canadian Tranche Lender shall be liable for any damage, loss or claim arising by reason of any loss or improper use of any such instrument unless such loss or improper use results from the gross negligence or willful misconduct of such Multicurrency Revolving Lender. Each Multicurrency Revolving Canadian Tranche Lender shall maintain a record with respect to B/As (i) received by it from the Canadian Administrative Agent in blank hereunder, (ii) voided by it for any reason, (iii) accepted and purchased by it hereunder and (iv) canceled at their respective maturities. Each Multicurrency Revolving Lender further agrees to retain such records in the manner and for the periods provided in applicable provincial or Federal statutes and regulations of Canada and to provide such records to each Canadian Borrower upon its request and at its expense. Upon request by any the Canadian Borrower, a Multicurrency Revolving Lender shall cancel all forms of B/A that have been pre-signed or pre-endorsed on behalf of such the Canadian Borrower and that are held by such Multicurrency Revolving Lender and are not required to be issued pursuant to this Credit Agreement.
(e) Drafts of each the Canadian Borrower to be accepted as B/As hereunder shall be signed as set forth in paragraph (d) above. Notwithstanding that any Person person whose signature appears on any B/A may no longer be an authorized signatory for any of the Multicurrency Revolving Lenders or such the Canadian Borrower at the date of issuance of such B/A, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance and any such B/A so signed shall be binding on such the Canadian Borrower.
(f) Upon acceptance of a B/A by a Multicurrency Revolving Lender, such Multicurrency Revolving Lender shall purchase, or arrange the purchase of, such B/A from the applicable Canadian Borrower at the Discount B/A Rate for such Multicurrency Revolving Lender applicable to such B/A accepted by it and provide to the Canadian Administrative Agent the Discount Proceeds (net of applicable acceptance fees) for the account of such the Canadian Borrower as provided in Section 2.022.07. The acceptance fee payable by the applicable Canadian Borrower to a Multicurrency Revolving Lender under Section 2.09 2.13(c) in respect of each B/A accepted by such Multicurrency Revolving Lender shall be set off against the Discount Proceeds payable by such Multicurrency Revolving Lender under this paragraph. Notwithstanding the foregoing, in the case of any B/A Drawing resulting from the conversion or continuation of a B/A Drawing or Multicurrency Canadian Tranche Revolving Facility Loan pursuant to Section 2.022.08, the net amount that would otherwise be payable to such the Canadian Borrower by each Lender pursuant to this paragraph will be applied as provided in Section 2.02(f2.08(f).
(g) Each Multicurrency Revolving Lender may at any time and from time to time hold, sell, rediscount or otherwise dispose of any or all B/A’s accepted and purchased by itit hereunder.
(h) Each B/A accepted and purchased hereunder shall mature at the end of the Contract Period applicable thereto.
(i) Each The Canadian Borrower waives presentment for payment and any other defense to payment of any amounts due to a Multicurrency Revolving Lender in respect of a B/A accepted and purchased by it pursuant to this Credit Agreement which that might exist solely by reason of such B/A being held, at the maturity thereof, by such Multicurrency Revolving Lender in its own right and each the Canadian Borrower agrees not to claim any days of grace if such Multicurrency Revolving Lender as holder sues each the Canadian Borrower on the B/A for payment of the amounts payable by such the Canadian Borrower thereunder. On the specified maturity date of a B/A, or such earlier date as may be required pursuant to the provisions of this Credit Agreement, each the Canadian Borrower shall pay the Multicurrency Revolving Lender that has accepted and purchased such B/A the full face amount of such B/A, and after such payment such the Canadian Borrower shall have no further liability in respect of such B/A and such Multicurrency Revolving Lender shall be entitled to all benefits of, and be responsible for all payments due to third parties under, such B/A.
(j) At the option of each the Canadian Borrower and any Multicurrency Revolving Lender, B/As under this Credit Agreement to be accepted by such Multicurrency Revolving that Lender may be issued in the form of depository bills for deposit with The Canadian Depository for Securities Limited pursuant to the Depository Bills and Notes Act (Canada)) or bills of exchange pursuant to the Bills of Exchange Act. All depository bills so issued and all bills of exchange shall be governed by the provisions of this Section 2.15.
(k) 2.06. If a Multicurrency Revolving Canadian Tranche Lender is not a chartered bank under the Bank Act (Canada) or if a Multicurrency Revolving Canadian Tranche Lender notifies the Canadian Administrative Agent in writing that it is otherwise unable to accept B/As, such Multicurrency Revolving Canadian Tranche Lender will, instead of accepting and purchasing B/As, make a Loan (a “B/A Equivalent Loan”) to the applicable Canadian Borrower in the amount and for the same term as the draft which that such Multicurrency Revolving Canadian Tranche Lender would otherwise have been required to accept and purchase hereunder. Each such Multicurrency Revolving Canadian Tranche Lender will provide to the Canadian Administrative Agent the Discount Proceeds of such B/A Equivalent Loan for the account of the applicable Canadian Borrower in the same manner as such Multicurrency Revolving Canadian Tranche Lender would have provided the Discount Proceeds in respect of the draft which that such Multicurrency Revolving Canadian Tranche Lender would otherwise have been required to accept and purchase hereunder. Each such B/A Equivalent Loan will bear interest at the same rate which that would result if such Multicurrency Revolving Canadian Tranche Lender had accepted (and been paid an acceptance fee) and purchased (on a discounted basis) a B/A for the relevant Contract Period (it being the intention of the parties that each such B/A Equivalent Loan shall have the same economic consequences for the Multicurrency Revolving Lenders and the applicable Canadian Borrower as the B/A which that such B/A Equivalent Loan replaces). All such interest shall be paid in advance on the date such B/A Equivalent Loan is made, and will be deducted from the principal amount of such B/A Equivalent Loan in the same amount and manner in which the deduction based on the Discount Proceeds B/A Rate and the applicable acceptance fee of a B/A would be deducted from the face amount of the B/A. Subject to the repayment requirements of this Credit Agreement, on the last day of the relevant Contract Period for such B/A Equivalent Loan, the applicable Canadian Borrower shall be entitled to convert each such B/A Equivalent Loan into another type of Multicurrency Revolving Loan, or to roll over each such B/A Equivalent Loan into another B/A Equivalent Loan, all in accordance with the applicable provisions of this Credit Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Hexion Specialty Chemicals, Inc.), Credit Agreement (Hexion Specialty Chemicals, Inc.)
Canadian Bankers’ Acceptances. (a) Each acceptance and purchase of B/As of a single Contract Period pursuant to Section 2.01 or 2.02 2.01(a) and this Section shall be made ratably by the Multicurrency Revolving Tranche One Lenders in accordance with the amounts of their Multicurrency Revolving Commitment PercentageTranche One Commitments. The failure of any Multicurrency Revolving Lender to accept any B/A required to be accepted by it shall not relieve any other Multicurrency Revolving Lender of its obligations hereunder; provided that the Multicurrency Revolving Commitments are several and no Multicurrency Revolving Lender shall be responsible for any other Multicurrency Revolving Lender’s failure to accept B/As as required.. Each Lender at its option may accept and purchase any B/A by causing any Canadian lending office or Affiliate of such Lender to accept and purchase such B/A.
(b) The B/As of a single Contract Period accepted and purchased on any date shall be in an aggregate amount that is an integral multiple of C$1.0 million Cdn.$1,000,000 and not less than C$5.0 million. The face amount of each B/A shall be C$100,000 or any whole multiple thereofCdn.$5,000,000. If any Multicurrency Revolving Lender’s ratable share of the B/As of any Contract Period to be accepted on any date would not be an integral multiple of C$100,000Cdn.$100,000, the face amount of the B/As accepted by such Multicurrency Revolving Lender may be increased or reduced to the nearest integral multiple of C$100,000 Cdn.$100,000 by the Canadian Agent Administrative Agent, acting through its Toronto branch, in its sole discretion. B/As of more than one Contract Period may be outstanding at the same time; provided that there shall not at any time be more than a total of five (5) ten B/A Drawings outstandingoutstanding at any time.
(c) To request an acceptance and purchase of B/As, a Canadian Borrower Borrowing Subsidiary shall notify the Canadian Administrative Agent of such request by telephone or by telecopy fax not later than 10:00 a.m.12:00 noon, Local Time, one two Business Day Days before the date of such acceptance and purchase. Each such Loan Notice request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery or telecopy fax to the Canadian Agent Administrative Agent, acting through its Toronto branch, of a written request in a form approved by the Canadian Administrative Agent and signed by such Canadian BorrowerBorrowing Subsidiary. Each such Loan Notice telephonic and written request shall specify the following information:
(i) the aggregate face amount of the B/As to be accepted and purchased;
(ii) the date of such acceptance and purchase, which shall be a Business Day;
(iii) the Contract Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Contract Period” (and which shall in no event end after the Revolving Termination Maturity Date); and
(iv) the location and number of the applicable Canadian BorrowerBorrowing Subsidiary’s account to which any funds the proceeds of such B/As are to be disbursed, which shall comply with the requirements of Section 2.02. If no Contract Period is specified with respect to any requested Any request for an acceptance and purchase of B/AsAs that shall fail to specify any of the information required by the preceding provisions of this paragraph may be rejected by the Administrative Agent if such failure is not corrected promptly after the Administrative Agent shall give written or telephonic notice thereof to the applicable Borrower and, then the Canadian Borrower shall if so rejected, will be deemed to have selected a Contract Period of 30 days’ durationno force or effect. Promptly following receipt of a Loan Notice request in accordance with this paragraph, the Canadian Administrative Agent shall advise each Multicurrency Revolving Tranche One Lender of the details thereof and of the amount of B/As to be accepted and purchased by such Multicurrency Revolving Lender.
(d) Each Canadian Borrower Borrowing Subsidiary hereby appoints each Multicurrency Revolving Tranche One Lender as its attorney to sign and endorse on its behalf, manually or by facsimile or mechanical signature, as and when deemed necessary by such Multicurrency Revolving Lender, blank forms of B/As, each Tranche One Lender hereby agreeing that it will not sign or endorse B/As in excess of those required in connection with B/A Drawings that have been requested by the Canadian Borrowing Subsidiaries hereunder. It shall be the responsibility of each Multicurrency Revolving Tranche One Lender to maintain an adequate supply of blank forms of B/As for acceptance under this Credit Agreement. Each Canadian Borrower Borrowing Subsidiary recognizes and agrees that all B/As signed and/or endorsed on its behalf by any Multicurrency Revolving Tranche One Lender in accordance with such Canadian Borrowing Subsidiary’s written request shall bind such Canadian Borrower Borrowing Subsidiary as fully and effectually as if manually signed and duly issued by authorized officers of such Canadian BorrowerBorrowing Subsidiary. Each Multicurrency Revolving Tranche One Lender is hereby authorized to issue such B/As endorsed in blank in such face amounts as may be determined by such Multicurrency Revolving Lender; provided that the aggregate face amount thereof is equal to the aggregate face amount of B/As required to be accepted by such Multicurrency Revolving LenderLender in accordance with such Canadian Borrowing Subsidiary’s written request. No Multicurrency Revolving Tranche One Lender shall be liable for any damage, loss or claim arising by reason of any loss or improper use of any such instrument unless such loss or improper use results from the bad faith, gross negligence or willful misconduct of such Multicurrency Revolving Lender. Each Multicurrency Revolving Tranche One Lender shall maintain a record with respect to B/As (i) received by it from the Canadian Administrative Agent in blank hereunder, (ii) voided by it for any reason, (iii) accepted and purchased by it hereunder and (iv) canceled at their respective maturities. Each Multicurrency Revolving Tranche One Lender further agrees to retain such records in the manner and for the periods provided in applicable provincial or Federal federal statutes and regulations of Canada and to provide such records to each Canadian Borrower Borrowing Subsidiary upon its request and at its expense. Upon request by any Canadian BorrowerBorrowing Subsidiary, a Multicurrency Revolving Lender shall cancel all forms of B/A that have been pre-signed or pre-endorsed on behalf of such Canadian Borrower Borrowing Subsidiary and that are held by such Multicurrency Revolving Lender and are not required to be issued pursuant to this Credit Agreement.
(e) Drafts of each Canadian Borrower Borrowing Subsidiary to be accepted as B/As hereunder shall be signed as set forth in paragraph (d) above. Notwithstanding that any Person whose signature appears on any B/A may no longer be an authorized signatory for any of the Multicurrency Revolving Lenders or such Canadian Borrower Borrowing Subsidiary at the date of issuance of such B/A, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance and any such B/A so signed and properly completed shall be binding on such Canadian BorrowerBorrowing Subsidiary.
(f) Upon acceptance of a B/A by a Multicurrency Revolving Tranche One Lender, such Multicurrency Revolving Lender shall purchase, or arrange the purchase of, such B/A from the applicable Canadian Borrower Borrowing Subsidiary at the Discount Rate for such Multicurrency Revolving Lender applicable to such B/A accepted by it and provide to the Canadian Administrative Agent the Discount Proceeds for the account of such Canadian Borrower Borrowing Subsidiary as provided in Section 2.022.07. The acceptance fee payable by the applicable Canadian Borrower Borrowing Subsidiary to a Multicurrency Revolving Lender under Section 2.09 2.12 in respect of each B/A accepted by such Multicurrency Revolving Lender shall be set off against the Discount Proceeds payable by such Multicurrency Revolving Lender under this paragraph. Notwithstanding the foregoing, in the case of any B/A Drawing resulting from the conversion or continuation of a B/A Drawing or Multicurrency Revolving Loan Borrowing pursuant to Section 2.022.08, the net amount that would otherwise be payable to such Canadian Borrower by each Lender pursuant to this paragraph will be applied as provided in Section 2.02(f2.08(f).
(g) Each Multicurrency Revolving Tranche One Lender may at any time and from time to time hold, sell, rediscount or otherwise dispose of any or all B/A’s As accepted and purchased by itit (it being understood that no such sale, rediscount or disposition shall constitute an assignment or participation of any Commitment hereunder).
(h) Each B/A accepted and purchased hereunder shall mature at the end of the Contract Period applicable thereto.
(i) Each Subject to applicable law, each Canadian Borrower Borrowing Subsidiary waives presentment for payment and any other defense to payment of any amounts due to a Multicurrency Revolving Tranche One Lender in respect of a B/A accepted and purchased by it pursuant to this Credit Agreement which that might exist solely by reason of such B/A being held, at the maturity thereof, by such Multicurrency Revolving Lender in its own right right, and each Canadian Borrower Borrowing Subsidiary agrees not to claim any days of grace if such Multicurrency Revolving Lender as holder sues each such Canadian Borrower Borrowing Subsidiary on the B/A for payment of the amounts payable by such Canadian Borrower Borrowing Subsidiary thereunder. On the specified maturity date last day of the Contract Period of a B/A, or such earlier date as may be required pursuant to the provisions of this Credit Agreement, each the applicable Canadian Borrower Borrowing Subsidiary shall pay the Multicurrency Revolving Lender that has accepted and purchased such B/A the full face amount of such B/A, and after such payment such Canadian Borrower Borrowing Subsidiary shall have no further liability in respect of such B/A and such Multicurrency Revolving Lender shall be entitled to all benefits of, and be responsible for all payments due to third parties under, such B/A.
(j) At the option of each Canadian Borrower Borrowing Subsidiary and any Multicurrency Revolving Lender, B/As under this Credit Agreement to be accepted by such Multicurrency Revolving that Lender may be issued in the form of depository bills for deposit with The Canadian Depository for Securities Limited pursuant to the Depository Bills and Notes Act (Canada). All depository bills so issued shall be governed by the provisions of this Section 2.15Section.
(k) If a Multicurrency Revolving Tranche One Lender is not a chartered bank under the Bank Act (Canada) or if a Multicurrency Revolving Tranche One Lender notifies the Canadian Administrative Agent in writing that it is otherwise unable to accept B/As, such Multicurrency Revolving Lender will, instead of accepting and purchasing any B/As, make a Loan (a “B/A Equivalent Loan”) to the applicable Canadian Borrower Borrowing Subsidiary in the amount and for the same term as the each draft which such Multicurrency Revolving Lender would otherwise have been required to accept and purchase hereunder. Each such Multicurrency Revolving Lender will provide to the Canadian Administrative Agent the Discount Proceeds of such B/A Equivalent Loan for the account of the applicable Canadian Borrower Borrowing Subsidiary in the same manner as such Multicurrency Revolving Lender would have provided the Discount Proceeds in respect of the draft which such Multicurrency Revolving Lender would otherwise have been required to accept and purchase hereunder. Each such B/A Equivalent Loan will bear interest at the same rate which that would result if such Multicurrency Revolving Lender had accepted (and been paid an acceptance fee) and purchased (on a discounted basis) a B/A for the relevant Contract Period (it being the intention of the parties that each such B/A Equivalent Loan shall have the same economic consequences for the Multicurrency Revolving Lenders and the applicable Canadian Borrower Borrowing Subsidiary as the B/A which that such B/A Equivalent Loan replaces). All such interest shall be paid in advance on the date such B/A Equivalent Loan is made, and will be deducted from the principal amount of such B/A Equivalent Loan in the same manner in which the Discount Proceeds of a B/A would be deducted from the face amount of the B/A. Subject to the repayment requirements of this Credit Agreement, on the last day of the relevant Contract Period for such B/A Equivalent Loan, the applicable Canadian Borrower Borrowing Subsidiary shall be entitled to convert each such B/A Equivalent Loan into another type of Multicurrency Revolving Loan, or to roll over each such B/A Equivalent Loan into another B/A Equivalent Loan, all in accordance with the applicable provisions of this Credit Agreement.
(l) For greater certainty, all provisions of this Agreement that are applicable to B/As shall also be applicable, mutatis mutandis, to B/A Equivalent Loans.
Appears in 2 contracts
Samples: Credit Agreement (Amerisourcebergen Corp), Credit Agreement (Amerisourcebergen Corp)
Canadian Bankers’ Acceptances. (a) Each acceptance and purchase of B/As of a single Contract Period pursuant to Section 2.01 2.01(c) or 2.02 Section 2.08 shall be made ratably by the Multicurrency Revolving Canadian Tranche Lenders in accordance with the amounts of their Multicurrency Revolving Commitment PercentageCanadian Tranche Commitments. The failure of any Multicurrency Revolving Canadian Tranche Lender to accept any B/A required to be accepted by it shall not relieve any other Multicurrency Revolving Canadian Tranche Lender of its obligations hereunder; provided that the Multicurrency Revolving Canadian Tranche Commitments are several and no Multicurrency Revolving Canadian Tranche Lender shall be responsible for any other Multicurrency Revolving Canadian Tranche Lender’s failure to accept B/As as requiredrequired hereunder.
(b) The B/As of a single Contract Period accepted and purchased on any date shall be in an aggregate amount that is an integral multiple of C$1.0 million 1,000,000 and not less than C$5.0 million1,000,000. The face amount of each B/A shall be C$100,000 or any whole multiple thereof. If any Multicurrency Revolving Canadian Tranche Lender’s ratable share of the B/As of any Contract Period to be accepted on any date would not be an integral multiple of C$100,000, the face amount of the B/As accepted by such Multicurrency Revolving Lender may be increased or reduced to the nearest integral multiple of C$100,000 by the Canadian Administrative Agent in its sole discretion. B/As of more than one Contract Period may be outstanding at the same time; provided that there shall not at any time be more than a total of five (5) B/A Drawings outstanding.
(c) To request an acceptance and purchase of B/As, a the Canadian Borrower shall notify the Canadian Administrative Agent of such request by telephone or by telecopy facsimile not later than 10:00 a.m., Local Time, one Business Day before the date of such acceptance and purchase. Each such Loan Notice request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery or telecopy facsimile to the Canadian Administrative Agent of a written request in a form approved by the Canadian Administrative Agent and signed by such the Canadian Borrower. Each such Loan Notice telephonic and written request shall specify the following information:
(i) the aggregate face amount of the B/As to be accepted and purchased;
(ii) the date of such acceptance and purchase, which shall be a Business Day;
(iii) the Contract Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Contract Period” (and which shall in no event end after the Revolving Termination Facility Maturity Date); and
(iv) the location and number of the applicable Canadian Borrower’s account to which any funds are to be disbursed, which shall comply with the requirements of Section 2.022.07. If no Contract Period is specified with respect to any requested acceptance and purchase of B/As, then the Canadian Borrower shall be deemed to have selected a Contract Period of 30 days’ duration. Promptly following receipt of a Loan Notice request in accordance with this paragraph, the Canadian Administrative Agent shall advise each Multicurrency Revolving Canadian Tranche Lender of the details thereof and of the amount of B/As to be accepted and purchased by such Multicurrency Revolving Lender.
(d) Each The Canadian Borrower hereby appoints each Multicurrency Revolving Canadian Tranche Lender as its attorney to sign and endorse on its behalf, manually or by facsimile or mechanical signature, as and when deemed necessary by such Multicurrency Revolving Lender, blank forms of B/As. It shall be the responsibility of each Multicurrency Revolving Canadian Tranche Lender to maintain an adequate supply of blank forms of B/As for acceptance under this Credit Agreement. Each The Canadian Borrower recognizes and agrees that all B/As signed and/or endorsed on its behalf by any Multicurrency Revolving Canadian Tranche Lender shall bind such the Canadian Borrower as fully and effectually as if manually signed and duly issued by authorized officers of such the Canadian Borrower. Each Multicurrency Revolving Canadian Tranche Lender is hereby authorized to issue such B/As endorsed in blank in such face amounts as may be determined by such Multicurrency Revolving LenderLender to comply with any request of the Canadian Borrower hereunder; provided that the aggregate face amount thereof is equal to the aggregate face amount of B/As required to be accepted by such Multicurrency Revolving Lender. No Multicurrency Revolving Canadian Tranche Lender shall be liable for any damage, loss or claim arising by reason of any loss or improper use of any such instrument unless such loss or improper use results from the gross negligence or willful misconduct of such Multicurrency Revolving Lender. Each Multicurrency Revolving Canadian Tranche Lender shall maintain a record with respect to B/As (i) received by it from the Canadian Administrative Agent in blank hereunder, (ii) voided by it for any reason, (iii) accepted and purchased by it hereunder and (iv) canceled at their respective maturities. Each Multicurrency Revolving Lender further agrees to retain such records in the manner and for the periods provided in applicable provincial or Federal statutes and regulations of Canada and to provide such records to each Canadian Borrower upon its request and at its expense. Upon request by any the Canadian Borrower, a Multicurrency Revolving Lender shall cancel all forms of B/A that have been pre-signed or pre-endorsed on behalf of such the Canadian Borrower and that are held by such Multicurrency Revolving Lender and are not required to be issued pursuant to this Credit Agreement.
(e) Drafts of each the Canadian Borrower to be accepted as B/As hereunder shall be signed as set forth in paragraph (d) above. Notwithstanding that any Person person whose signature appears on any B/A may no longer be an authorized signatory for any of the Multicurrency Revolving Lenders or such the Canadian Borrower at the date of issuance of such B/A, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance and any such B/A so signed shall be binding on such the Canadian Borrower.
(f) Upon acceptance of a B/A by a Multicurrency Revolving Lender, such Multicurrency Revolving Lender shall purchase, or arrange the purchase of, such B/A from the applicable Canadian Borrower at the Discount B/A Rate for such Multicurrency Revolving Lender applicable to such B/A accepted by it and provide to the Canadian Administrative Agent the Discount Proceeds (net of applicable acceptance fees) for the account of such the Canadian Borrower as provided in Section 2.022.07. The acceptance fee payable by the applicable Canadian Borrower to a Multicurrency Revolving Lender under Section 2.09 2.13(c) in respect of each B/A accepted by such Multicurrency Revolving Lender shall be set off against the Discount Proceeds payable by such Multicurrency Revolving Lender under this paragraph. Notwithstanding the foregoing, in the case of any B/A Drawing resulting from the conversion or continuation of a B/A Drawing or Multicurrency Canadian Tranche Revolving Facility Loan pursuant to Section 2.022.08, the net amount that would otherwise be payable to such the Canadian Borrower by each Lender pursuant to this paragraph will be applied as provided in Section 2.02(f2.08(f).
(g) Each Multicurrency Revolving Lender may at any time and from time to time hold, sell, rediscount or otherwise dispose of any or all B/A’s accepted and purchased by itit hereunder.
(h) Each B/A accepted and purchased hereunder shall mature at the end of the Contract Period applicable thereto.
(i) Each The Canadian Borrower waives presentment for payment and any other defense to payment of any amounts due to a Multicurrency Revolving Lender in respect of a B/A accepted and purchased by it pursuant to this Credit Agreement which that might exist solely by reason of such B/A being held, at the maturity thereof, by such Multicurrency Revolving Lender in its own right and each the Canadian Borrower agrees not to claim any days of grace if such Multicurrency Revolving Lender as holder sues each the Canadian Borrower on the B/A for payment of the amounts payable by such the Canadian Borrower thereunder. On the specified maturity date of a B/A, or such earlier date as may be required pursuant to the provisions of this Credit Agreement, each the Canadian Borrower shall pay the Multicurrency Revolving Lender that has accepted and purchased such B/A the full face amount of such B/A, and after such payment such the Canadian Borrower shall have no further liability in respect of such B/A and such Multicurrency Revolving Lender shall be entitled to all benefits of, and be responsible for all payments due to third parties under, such B/A.
(j) At the option of each the Canadian Borrower and any Multicurrency Revolving Lender, B/As under this Credit Agreement to be accepted by such Multicurrency Revolving that Lender may be issued in the form of depository bills for deposit with The Canadian Depository for Securities Limited pursuant to the Depository Bills and Notes Act (Canada)) or bills of exchange pursuant to the Bills of Exchange Act. All depository bills so issued and all bills of exchange shall be governed by the provisions of this Section 2.15.
(k) 2.06. If a Multicurrency Revolving Canadian Tranche Lender is not a chartered bank under the Bank Act (Canada) or if a Multicurrency Revolving Canadian Tranche Lender notifies the Canadian Administrative Agent in writing that it is otherwise unable to accept B/As, such Multicurrency Revolving Canadian Tranche Lender will, instead of accepting and purchasing B/As, make a Loan (a “B/A Equivalent Loan”) to the applicable Canadian Borrower in the amount and for the same term as the draft which that such Multicurrency Revolving Canadian Tranche Lender would otherwise have been required to accept and purchase hereunder. Each such Multicurrency Revolving Canadian Tranche Lender will provide to the Canadian Administrative Agent the Discount Proceeds of such B/A Equivalent Loan for the account of the applicable Canadian Borrower in the same manner as such Multicurrency Revolving Canadian Tranche Lender would have provided the Discount Proceeds in respect of the draft which that such Multicurrency Revolving Canadian Tranche Lender would otherwise have been required to accept and purchase hereunder. Each such B/A Equivalent Loan will bear interest at the same rate which that would result if such Multicurrency Revolving Canadian Tranche Lender had accepted (and been paid an acceptance fee) and purchased (on a discounted basis) a B/A for the relevant Contract Period (it being the intention of the parties that each such B/A Equivalent Loan shall have the same economic consequences for the Multicurrency Revolving Lenders and the applicable Canadian Borrower as the B/A which that such B/A Equivalent Loan replaces). All such interest shall be paid in advance on the date such B/A Equivalent Loan is made, and will be deducted from the principal amount of such B/A Equivalent Loan in the same amount and manner in which the deduction based on the Discount Proceeds B/A Rate and the applicable acceptance fee of a B/A would be deducted from the face amount of the B/A. Subject to the repayment requirements of this Credit Agreement, on the last day of the relevant Contract Period for such B/A Equivalent Loan, the applicable Canadian Borrower shall be entitled to convert each such B/A Equivalent Loan into another type of Multicurrency Revolving Loan, or to roll over each such B/A Equivalent Loan into another B/A Equivalent Loan, all in accordance with the applicable provisions of this Credit Agreement.
(k) All B/As outstanding under the May 2006 Credit Agreement on the Amendment Effective Date shall remain outstanding hereunder on the terms set forth herein, except as otherwise provided herein.
Appears in 2 contracts
Samples: Credit Agreement (Hexion Specialty Chemicals, Inc.), Credit Agreement (Hexion Specialty Chemicals, Inc.)
Canadian Bankers’ Acceptances. (a) Each acceptance and purchase of B/As of a single Contract Period pursuant to Section 2.01 2.01(a) or 2.02 Section 2.08 shall be made ratably by the Multicurrency Revolving Global Tranche Lenders in accordance with the amounts of their Multicurrency Revolving Commitment PercentageGlobal Tranche Commitments. The failure of any Multicurrency Revolving Global Tranche Lender to accept any B/A required to be accepted by it shall not relieve any other Multicurrency Revolving Global Tranche Lender of its obligations hereunder; provided that the Multicurrency Revolving Global Tranche Commitments are several and no Multicurrency Revolving Global Tranche Lender shall be responsible for any other Multicurrency Revolving Global Tranche Lender’s 's failure to accept B/As as required. Each Lender at its option may accept and purchase any B/A by causing any Canadian lending office or Canadian Affiliate of such Lender to accept and purchase such B/A, and all references in this Section to "Lender" shall apply to any such Canadian lending office or Canadian Affiliate of such Lender.
(b) The B/As of a single Contract Period accepted and purchased on any date shall be in an aggregate amount that is an integral multiple of C$1.0 million Cdn.$1,000,000 and not less than C$5.0 million. The face amount of each B/A shall be C$100,000 or any whole multiple thereofCdn.$5,000,000. If any Multicurrency Revolving Global Tranche Lender’s 's ratable share of the B/As of any Contract Period to be accepted on any date would not be an integral multiple of C$100,000Cdn.$100,000, the face amount of the B/As accepted by such Multicurrency Revolving Lender may be increased or reduced to the nearest integral multiple of C$100,000 Cdn.$100,000 by the Canadian Administrative Agent in its sole discretion. B/As of more than one Contract Period may be outstanding at the same time; provided that there shall not at any time be more than a total of five (5) seven B/A Drawings outstanding, or such greater number agreed to by the Canadian Administrative Agent.
(c) To request an acceptance and purchase of B/As, a Canadian Borrower Borrowing Subsidiary shall notify the Canadian Administrative Agent of such request by telephone or by telecopy not later than 10:00 a.m., Local Time, one Business Day before the date of such acceptance and purchase. Each such Loan Notice request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery or telecopy to the Canadian Administrative Agent of a written request in a form approved by the Canadian Administrative Agent and signed by such Canadian Borrower. Each such Loan Notice telephonic and written request shall specify the following information:
(i) the aggregate face amount of the B/As to be accepted and purchased;
(ii) the date of such acceptance and purchase, which shall be a Business Day;
(iii) the Contract Period to be applicable thereto, which shall be a period contemplated by the definition of the term “"Contract Period” " (and which shall in no event end after the Revolving Termination Maturity Date); and
(iv) the location and number of the applicable Canadian Borrower’s Borrowing Subsidiary's account to which any funds are to be disbursed, which shall comply with the requirements of Section 2.02. If no Contract Period is specified with respect to any requested acceptance and purchase of B/As, then the Canadian Borrower Borrowing Subsidiary shall be deemed to have selected a Contract Period of 30 days’ ' duration. Promptly following receipt of a Loan Notice request in accordance with this paragraph, the Canadian Administrative Agent shall advise each Multicurrency Revolving Global Tranche Lender of the details thereof and of the amount of B/As to be accepted and purchased by such Multicurrency Revolving Lender.
(d) Each Canadian Borrower Borrowing Subsidiary hereby appoints each Multicurrency Revolving Global Tranche Lender as its attorney to sign and endorse on its behalf, manually or by facsimile or mechanical signature, as and when deemed necessary by such Multicurrency Revolving Lender, blank forms of B/As, each Lender hereby agreeing that it will not sign or endorse B/As in excess of those required in connection with B/A Drawings that have been requested by the Canadian Borrowing Subsidiaries hereunder. It shall be the responsibility of each Multicurrency Revolving Global Tranche Lender to maintain an adequate supply of blank forms of B/As for acceptance under this Credit Agreement. Each Canadian Borrower Borrowing Subsidiary recognizes and agrees that all B/As signed and/or endorsed on its behalf by any Multicurrency Revolving Global Tranche Lender in accordance with such Canadian Borrowing Subsidiary's written request shall bind such Canadian Borrower Borrowing Subsidiary as fully and effectually as if manually signed and duly issued by authorized officers of such Canadian BorrowerBorrowing Subsidiary. Each Multicurrency Revolving Global Tranche Lender is hereby authorized to issue such B/As endorsed in blank in such face amounts as may be determined by such Multicurrency Revolving Lender; provided that the aggregate face amount thereof is equal to the aggregate face amount of B/As required to be accepted by such Multicurrency Revolving LenderLender in accordance with such Canadian Borrowing Subsidiary's written request. No Multicurrency Revolving Global Tranche Lender shall be liable for any damage, loss or claim arising by reason of any loss or improper use of any such instrument unless such loss or improper use results from the bad faith, gross negligence or willful misconduct of such Multicurrency Revolving Lender. Each Multicurrency Revolving Global Tranche Lender shall maintain a record with respect to B/As (i) received by it from the Canadian Administrative Agent in blank hereunder, (ii) voided by it for any reason, (iii) accepted and purchased by it hereunder and (iv) canceled at their respective maturities. Each Multicurrency Revolving Global Tranche Lender further agrees to retain such records in the manner and for the periods provided in applicable provincial or Federal statutes and regulations of Canada and to provide such records to each Canadian Borrower Borrowing Subsidiary upon its request and at its expense. Upon request by any Canadian BorrowerBorrowing Subsidiary, a Multicurrency Revolving Global Tranche Lender shall cancel all forms of B/A that have been pre-signed or pre-endorsed on behalf of such Canadian Borrower Borrowing Subsidiary and that are held by such Multicurrency Revolving Global Tranche Lender and are not required to be issued pursuant to this Credit Agreement.
(e) Drafts of each Canadian Borrower Borrowing Subsidiary to be accepted as B/As hereunder shall be signed as set forth in paragraph (d) above. Notwithstanding that any Person whose signature appears on any B/A may no longer be an authorized signatory for any of the Multicurrency Revolving Lenders or such Canadian Borrower Borrowing Subsidiary at the date of issuance of such B/A, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance and any such B/A so signed and properly completed shall be binding on such Canadian BorrowerBorrowing Subsidiary.
(f) Upon acceptance of a B/A by a Multicurrency Revolving Lender, such Multicurrency Revolving Lender shall purchase, or arrange the purchase of, such B/A from the applicable Canadian Borrower Borrowing Subsidiary at the Discount Rate for such Multicurrency Revolving Lender applicable to such B/A accepted by it and provide to the Canadian Administrative Agent the Discount Proceeds for the account of such Canadian Borrower Borrowing Subsidiary as provided in Section 2.022.07. The acceptance fee payable by the applicable Canadian Borrower Borrowing Subsidiary to a Multicurrency Revolving Lender under Section 2.09 2.12 in respect of each B/A accepted by such Multicurrency Revolving Lender shall be set off against the Discount Proceeds payable by such Multicurrency Revolving Lender under this paragraph. Notwithstanding the foregoing, in the case of any B/A Drawing resulting from the conversion or continuation of a B/A Drawing or Multicurrency Revolving Global Tranche Loan pursuant to Section 2.022.08, the net amount that would otherwise be payable to such Canadian Borrower Borrowing Subsidiary by each Lender pursuant to this paragraph will be applied as provided in Section 2.02(f2.08(e).
(g) Each Multicurrency Revolving Lender may at any time and from time to time hold, sell, rediscount or otherwise dispose of any or all B/A’s 's accepted and purchased by itit (it being understood that no such sale, rediscount or disposition shall constitute an assignment or participation of any Commitment hereunder).
(h) Each B/A accepted and purchased hereunder shall mature at the end of the Contract Period applicable thereto.
(i) Each Subject to applicable law, each Canadian Borrower Borrowing Subsidiary waives presentment for payment and any other defense to payment of any amounts due to a Multicurrency Revolving Lender in respect of a B/A accepted and purchased by it pursuant to this Credit Agreement which might exist solely by reason of such B/A being held, at the maturity thereof, by such Multicurrency Revolving Lender in its own right and each Canadian Borrower Borrowing Subsidiary agrees not to claim any days of grace if such Multicurrency Revolving Lender as holder sues each such Canadian Borrower Borrowing Subsidiary on the B/A for payment of the amounts payable by such Canadian Borrower Borrowing Subsidiary thereunder. On the specified maturity date last day of the Contract Period of a B/A, or such earlier date as may be required pursuant to the provisions of this Credit Agreement, each Canadian Borrower Borrowing Subsidiary shall pay the Multicurrency Revolving Lender that has accepted and purchased such B/A the full face amount of such B/A, and after such payment such Canadian Borrower Borrowing Subsidiary shall have no further liability in respect of such B/A and such Multicurrency Revolving Lender shall be entitled to all benefits of, and be responsible for all payments due to third parties under, such B/A.
(j) At the option of each Canadian Borrower Borrowing Subsidiary and any Multicurrency Revolving Global Tranche Lender, B/As under this Credit Agreement to be accepted by such Multicurrency Revolving that Lender may be issued in the form of depository bills for deposit with The Canadian Depository for Securities Limited pursuant to the Depository Bills and Notes Act (Canada). All depository bills so issued shall be governed by the provisions of this Section 2.152.06.
(k) If a Multicurrency Revolving Global Tranche Lender is not a chartered bank under the Bank Act (Canada) or if a Multicurrency Revolving Global Tranche Lender notifies the Canadian Administrative Agent in writing that it is otherwise unable to accept B/As, such Multicurrency Revolving Lender will, instead of accepting and purchasing B/As, make a Loan (a “"B/A Equivalent Loan”") to the applicable Canadian Borrower Borrowing Subsidiary in the amount and for the same term as the each draft which such Multicurrency Revolving Lender would otherwise have been required to accept and purchase hereunder. Each such Multicurrency Revolving Lender will provide to the Canadian Administrative Agent the Discount Proceeds of such B/A Equivalent Loan for the account of the applicable Canadian Borrower Borrowing Subsidiary in the same manner as such Multicurrency Revolving Lender would have provided the Discount Proceeds in respect of the draft which such Multicurrency Revolving Lender would otherwise have been required to accept and purchase hereunder. Each such B/A Equivalent Loan will bear interest at the same rate which that would result if such Multicurrency Revolving Lender had accepted (and been paid an acceptance fee) and purchased (on a discounted basis) a B/A for the relevant Contract Period (it being the intention of the parties that each such B/A Equivalent Loan shall have the same economic consequences for the Multicurrency Revolving Lenders and the applicable Canadian Borrower Borrowing Subsidiary as the B/A which that such B/A Equivalent Loan replaces). All such interest shall be paid in advance on the date such B/A Equivalent Loan is made, and will be deducted from the principal amount of such B/A Equivalent Loan in the same manner in which the Discount Proceeds of a B/A would be deducted from the face amount of the B/A. Subject to the repayment requirements of this Credit Agreement, on the last day of the relevant Contract Period for such B/A Equivalent Loan, the applicable Canadian Borrower Borrowing Subsidiary shall be entitled to convert each such B/A Equivalent Loan into another type of Multicurrency Revolving Loan, or to roll over each such B/A Equivalent Loan into another B/A Equivalent Loan, all in accordance with the applicable provisions of this Credit Agreement.
(l) Notwithstanding any provision hereof but subject to Section 2.11(b), the Borrowers may not prepay any B/A Drawing other than on the last day of its Contract Period.
(m) For greater certainty, all provisions of this Agreement which are applicable to B/As shall also be applicable, mutatis mutandis, to B/A Equivalent Loans.
Appears in 2 contracts
Samples: Credit Agreement (Molson Coors Brewing Co), Credit Agreement (Molson Coors Brewing Co)
Canadian Bankers’ Acceptances. (a) Each acceptance and purchase of Global Tranche B/As or US/Canadian Tranche B/As of a single Contract Period pursuant to Section 2.01 2.01(a) or 2.02 (c) and this Section shall be made ratably by the Multicurrency Revolving Lenders in accordance with the amounts of their Multicurrency Revolving Commitment PercentageGlobal Tranche Commitments or US/Canadian Tranche Commitments, respectively. The failure of any Multicurrency Revolving Lender to accept any B/A required to be accepted by it shall not relieve any other Multicurrency Revolving Lender of its obligations hereunder; provided that the Multicurrency Revolving Commitments are several and no Multicurrency Revolving Lender shall be responsible for any other Multicurrency Revolving Lender’s failure to accept B/As as required.. Each Lender at its option may accept and purchase any B/A by causing any Canadian lending office or Affiliate of such Lender to accept and purchase such B/A.
(b) The Global Tranche B/As or US/Canadian Tranche B/As of a single Contract Period accepted and purchased on any date shall be in an aggregate amount that is an integral multiple of C$1.0 million Cdn.$1,000,000 and not less than C$5.0 million. The face amount of each B/A shall be C$100,000 or any whole multiple thereofCdn.$5,000,000. If any Multicurrency Revolving Lender’s ratable share of the Global Tranche B/As or US/Canadian Tranche B/As of any Contract Period to be accepted on any date would not be an integral multiple of C$100,000Cdn.$100,000, the face amount of the B/As accepted by such Multicurrency Revolving Lender may be increased or reduced to the nearest integral multiple of C$100,000 Cdn.$100,000 by the Canadian Agent in its sole discretion. Global Tranche B/As or US/Canadian Tranche B/As of more than one Contract Period may be outstanding at the same time; provided that there shall not at any time be more than a total of five (5) ten B/A Drawings outstandingoutstanding at any time.
(c) To request an acceptance and purchase of Global Tranche B/As or US/Canadian Tranche B/As, a Canadian Borrower Borrowing Subsidiary shall notify the Canadian Agent of such request by telephone or by telecopy not later than 10:00 a.m.12:00 noon., Local Time, one two Business Day Days before the date of such acceptance and purchase. Each such Loan Notice request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery or telecopy to the Canadian Agent of a written request in a form approved by the Canadian Agent and signed by such Canadian BorrowerBorrowing Subsidiary. Each such Loan Notice telephonic and written request shall specify the following information:
(i) the aggregate face amount of the B/As to be accepted and purchased;
(ii) whether such B/As are to be Global Tranche B/As or US/Canadian Tranche B/As;
(iii) the date of such acceptance and purchase, which shall be a Business Day;
(iiiiv) the Contract Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Contract Period” (and which shall in no event end after the Revolving Termination Maturity Date); and
(ivv) the location and number of the applicable Canadian BorrowerBorrowing Subsidiary’s account to which any funds the proceeds of such B/As are to be disbursed, which shall comply with the requirements of Section 2.02. If no Contract Period is specified with respect to any requested Any request for an acceptance and purchase of B/As, then As that shall fail to specify any of the information required by the preceding provisions of this paragraph may be rejected by the Canadian Agent if such failure is not corrected promptly after the Canadian Agent shall give written or telephonic notice thereof to the applicable Borrower shall and, if so rejected, will be deemed to have selected a Contract Period of 30 days’ durationno force or effect. Promptly following receipt of a Loan Notice request in accordance with this paragraph, the Canadian Agent shall advise each Multicurrency Revolving Global Tranche Lender or US/Canadian Tranche Lender, as the case may be, of the details thereof and of the amount of B/As to be accepted and purchased by such Multicurrency Revolving Lender.
(d) Each Canadian Borrower Borrowing Subsidiary hereby appoints each Multicurrency Revolving Global Tranche Lender and US/Canadian Tranche Lender as its attorney to sign and endorse on its behalf, manually or by facsimile or mechanical signature, as and when deemed necessary by such Multicurrency Revolving Lender, blank forms of B/As, each Global Tranche Lender and US/Canadian Tranche Lender hereby agreeing that it will not sign or endorse B/As in excess of those required in connection with B/A Drawings that have been requested by the Canadian Borrowing Subsidiaries hereunder. It shall be the responsibility of each Multicurrency Revolving Global Tranche Lender and US/Canadian Tranche Lender to maintain an adequate supply of blank forms of B/As for acceptance under this Credit Agreement. Each Canadian Borrower Borrowing Subsidiary recognizes and agrees that all B/As signed and/or endorsed on its behalf by any Multicurrency Revolving Global Tranche Lender or US/Canadian Tranche Lender in accordance with such Canadian Borrowing Subsidiary’s written request shall bind such Canadian Borrower Borrowing Subsidiary as fully and effectually as if manually signed and duly issued by authorized officers of such Canadian BorrowerBorrowing Subsidiary. Each Multicurrency Revolving Global Tranche Lender and US/Canadian Tranche Lender is hereby authorized to issue such B/As endorsed in blank in such face amounts as may be determined by such Multicurrency Revolving Lender; provided that the aggregate face amount thereof is equal to the aggregate face amount of B/As required to be accepted by such Multicurrency Revolving LenderLender in accordance with such Canadian Borrowing Subsidiary’s written request. No Multicurrency Revolving Global Tranche Lender or US/Canadian Tranche Lender shall be liable for any damage, loss or claim arising by reason of any loss or improper use of any such instrument unless such loss or improper use results from the bad faith, gross negligence or willful misconduct of such Multicurrency Revolving Lender. Each Multicurrency Revolving Global Tranche Lender and US/Canadian Tranche Lender shall maintain a record with respect to B/As (i) received by it from the Canadian Agent in blank hereunder, (ii) voided by it for any reason, (iii) accepted and purchased by it hereunder and (iv) canceled at their respective maturities. Each Multicurrency Revolving Global Tranche Lender and US/Canadian Tranche Lender further agrees to retain such records in the manner and for the periods provided in applicable provincial or Federal federal statutes and regulations of Canada and to provide such records to each Canadian Borrower Borrowing Subsidiary upon its request and at its expense. Upon request by any Canadian BorrowerBorrowing Subsidiary, a Multicurrency Revolving Lender shall cancel all forms of B/A that have been pre-signed or pre-endorsed on behalf of such Canadian Borrower Borrowing Subsidiary and that are held by such Multicurrency Revolving Lender and are not required to be issued pursuant to this Credit Agreement.
(e) Drafts of each Canadian Borrower Borrowing Subsidiary to be accepted as B/As hereunder shall be signed as set forth in paragraph (d) above. Notwithstanding that any Person whose signature appears on any B/A may no longer be an authorized signatory for any of the Multicurrency Revolving Lenders or such Canadian Borrower Borrowing Subsidiary at the date of issuance of such B/A, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance and any such B/A so signed and properly completed shall be binding on such Canadian BorrowerBorrowing Subsidiary.
(f) Upon acceptance of a B/A by a Multicurrency Revolving Global Tranche Lender or US/Canadian Tranche Lender, such Multicurrency Revolving Lender shall purchase, or arrange the purchase of, such B/A from the applicable Canadian Borrower Borrowing Subsidiary at the Discount Rate for such Multicurrency Revolving Lender applicable to such B/A accepted by it and provide to the Canadian Agent the Discount Proceeds for the account of such Canadian Borrower Borrowing Subsidiary as provided in Section 2.022.07. The acceptance fee payable by the applicable Canadian Borrower Borrowing Subsidiary to a Multicurrency Revolving Lender under Section 2.09 2.12 in respect of each B/A accepted by such Multicurrency Revolving Lender shall be set off against the Discount Proceeds payable by such Multicurrency Revolving Lender under this paragraph. Notwithstanding the foregoing, in the case of any B/A Drawing resulting from the conversion or continuation of a B/A Drawing or Multicurrency Revolving Loan Borrowing pursuant to Section 2.022.08, the net amount that would otherwise be payable to such Canadian Borrower by each Lender pursuant to this paragraph will be applied as provided in Section 2.02(f2.08(f).
(g) Each Multicurrency Revolving Global Tranche Lender and US/Canadian Tranche Lender may at any time and from time to time hold, sell, rediscount or otherwise dispose of any or all B/A’s accepted and purchased by itit (it being understood that no such sale, rediscount or disposition shall constitute an assignment or participation of any Commitment hereunder).
(h) Each B/A accepted and purchased hereunder shall mature at the end of the Contract Period applicable thereto.
(i) Each Subject to applicable law, each Canadian Borrower Borrowing Subsidiary waives presentment for payment and any other defense to payment of any amounts due to a Multicurrency Revolving Global Tranche Lender or US/Canadian Tranche Lender in respect of a B/A accepted and purchased by it pursuant to this Credit Agreement which that might exist solely by reason of such B/A being held, at the maturity thereof, by such Multicurrency Revolving Lender in its own right right, and each Canadian Borrower Borrowing Subsidiary agrees not to claim any days of grace if such Multicurrency Revolving Lender as holder sues each such Canadian Borrower Borrowing Subsidiary on the B/A for payment of the amounts payable by such Canadian Borrower Borrowing Subsidiary thereunder. On the specified maturity date last day of the Contract Period of a B/A, or such earlier date as may be required pursuant to the provisions of this Credit Agreement, each the applicable Canadian Borrower Borrowing Subsidiary shall pay the Multicurrency Revolving Lender that has accepted and purchased such B/A the full face amount of such B/A, and after such payment such Canadian Borrower Borrowing Subsidiary shall have no further liability in respect of such B/A and such Multicurrency Revolving Lender shall be entitled to all benefits of, and be responsible for all payments due to third parties under, such B/A.
(j) At the option of each Canadian Borrower Borrowing Subsidiary and any Multicurrency Revolving Lender, B/As under this Credit Agreement to be accepted by such Multicurrency Revolving that Lender may be issued in the form of depository bills for deposit with The Canadian Depository for Securities Limited pursuant to the Depository Bills and Notes Act (Canada). All depository bills so issued shall be governed by the provisions of this Section 2.15Section.
(k) If a Multicurrency Revolving Global Tranche Lender or US/Canadian Tranche Lender is not a chartered bank under the Bank Act (Canada) or if a Multicurrency Revolving Global Tranche Lender or US/Canadian Tranche Lender notifies the Canadian Agent in writing that it is otherwise unable to accept B/As, such Multicurrency Revolving Lender will, instead of accepting and purchasing any B/As, make a Loan (a “B/A Equivalent Loan”) to the applicable Canadian Borrower Borrowing Subsidiary in the amount and for the same term as the each draft which such Multicurrency Revolving Lender would otherwise have been required to accept and purchase hereunder. Each such Multicurrency Revolving Lender will provide to the Canadian Agent the Discount Proceeds of such B/A Equivalent Loan for the account of the applicable Canadian Borrower Borrowing Subsidiary in the same manner as such Multicurrency Revolving Lender would have provided the Discount Proceeds in respect of the draft which such Multicurrency Revolving Lender would otherwise have been required to accept and purchase hereunder. Each such B/A Equivalent Loan will bear interest at the same rate which that would result if such Multicurrency Revolving Lender had accepted (and been paid an acceptance fee) and purchased (on a discounted basis) a B/A for the relevant Contract Period (it being the intention of the parties that each such B/A Equivalent Loan shall have the same economic consequences for the Multicurrency Revolving Lenders and the applicable Canadian Borrower Borrowing Subsidiary as the B/A which that such B/A Equivalent Loan replaces). All such interest shall be paid in advance on the date such B/A Equivalent Loan is made, and will be deducted from the principal amount of such B/A Equivalent Loan in the same manner in which the Discount Proceeds of a B/A would be deducted from the face amount of the B/A. Subject to the repayment requirements of this Credit Agreement, on the last day of the relevant Contract Period for such B/A Equivalent Loan, the applicable Canadian Borrower Borrowing Subsidiary shall be entitled to convert each such B/A Equivalent Loan into another type of Multicurrency Revolving Loan, or to roll over each such B/A Equivalent Loan into another B/A Equivalent Loan, all in accordance with the applicable provisions of this Credit Agreement.
(l) Notwithstanding any provision hereof but subject to Section 2.11(b), the Borrowers may not prepay any B/A Drawing other than on the last day of its Contract Period.
(m) For greater certainty, all provisions of this Agreement that are applicable to B/As shall also be applicable, mutatis mutandis, to B/A Equivalent Loans.
Appears in 2 contracts
Samples: Credit Agreement (Amerisourcebergen Corp), Credit Agreement (Amerisourcebergen Corp)
Canadian Bankers’ Acceptances. (a) Each acceptance and purchase of B/As of a single Contract Period pursuant to Section 2.01 2.01(c)(ii) or 2.02 Section 2.08 shall be made ratably by the Multicurrency Global Revolving Lenders in accordance with the amounts of their Multicurrency Global Revolving Commitment PercentageLoan Commitments. The failure of any Multicurrency Global Revolving Lender to accept any B/A required to be accepted by it shall not relieve any other Multicurrency Global Revolving Lender of its obligations hereunder; provided that the Multicurrency Global Revolving Loan Commitments are several and no Multicurrency Global Revolving Lender shall be responsible for any other Multicurrency Global Revolving Lender’s failure to accept B/As as required.
(b) The B/As of a single Contract Period accepted and purchased on any date shall be in an aggregate amount that is an integral multiple of C$1.0 million 1,000,000 and not less than C$5.0 million2,000,000. The face amount of each B/A shall be C$100,000 or any whole multiple thereof. If any Multicurrency Global Revolving Lender’s ratable share of the B/As of any Contract Period to be accepted on any date would not be an integral multiple of C$100,000, the face amount of the B/As accepted by such Multicurrency Revolving Lender may be increased or reduced to the nearest integral multiple of C$100,000 by the Canadian Administrative Agent in its sole discretion. B/As of more than one Contract Period may be outstanding at the same time; provided that there shall not at any time be more than a total of five (5) B/A Drawings outstandingoutstanding (or such greater number as the Administrative Agent shall agree).
(c) To request an acceptance and purchase of B/As, a the Canadian Borrower shall notify the Canadian Administrative Agent of such request by telephone or by telecopy not later than 10:00 11:00 a.m., Local Time, one Business Day before the date of such acceptance and purchase. Each such Loan Notice request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery or telecopy to the Canadian Administrative Agent of a written request in a form approved by the Canadian Administrative Agent and signed by such the Canadian Borrower. Each such Loan Notice telephonic and written request shall specify the following information:
(i) the aggregate face amount of the B/As to be accepted and purchased;
(ii) the date of such acceptance and purchase, which shall be a Business Day;
(iii) the Contract Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Contract Period” (and which shall in no event end after the Revolving Termination Maturity Date); and
(iv) the location and number of the applicable Canadian Borrower’s account to which any funds are to be disbursed, which shall comply with the requirements of Section 2.022.06. If no Contract Period is specified with respect to any requested acceptance and purchase of B/As, then the Canadian Borrower shall be deemed to have selected a Contract Period of 30 days’ duration. Promptly following receipt of a Loan Notice request in accordance with this paragraph, the Canadian Administrative Agent shall advise each Multicurrency Global Revolving Lender of the details thereof and of the amount of B/As to be accepted and purchased by such Multicurrency Revolving Lender.
(d) Each The Canadian Borrower hereby appoints each Multicurrency Global Revolving Lender as its attorney to sign and endorse on its behalf, manually or by facsimile or mechanical signature, as and when deemed necessary by such Multicurrency Global Revolving Lender, blank forms of B/As. It shall be the responsibility of each Multicurrency Global Revolving Lender to maintain an adequate supply of blank forms of B/As for acceptance under this Credit Agreement. Each The Canadian Borrower recognizes and agrees that all B/As signed and/or endorsed on its behalf by any Multicurrency Global Revolving Lender shall bind such the Canadian Borrower as fully and effectually as if manually signed and duly issued by authorized officers of such the Canadian Borrower. Each Multicurrency Global Revolving Lender is hereby authorized to issue such B/As endorsed in blank in such face amounts as may be determined by such Multicurrency Global Revolving Lender; provided that the aggregate face amount thereof is equal to the aggregate face amount of B/As required to be accepted by such Multicurrency Revolving Lender. No Multicurrency Global Revolving Lender shall be liable for any damage, loss or claim arising by reason of any loss or improper use of any such instrument unless such loss or improper use results from the bad faith, gross negligence or willful misconduct of such Multicurrency Revolving Lender. Each Multicurrency Global Revolving Lender shall maintain a record with respect to B/As (i) received by it from the Canadian Administrative Agent in blank hereunder, (ii) voided by it for any reason, (iii) accepted and purchased by it hereunder and (iv) canceled at their respective maturities. Each Multicurrency Global Revolving Lender further agrees to retain such records in the manner and for the periods provided in applicable provincial or Federal statutes and regulations of Canada and to provide such records to each the Canadian Borrower upon its request and at its expense. Upon request by any the Canadian Borrower, a Multicurrency Global Revolving Lender shall cancel all forms of B/A that have been pre-signed or pre-endorsed on behalf of such the Canadian Borrower and that are held by such Multicurrency Revolving Lender and are not required to be issued pursuant to this Credit Agreement.
(e) Drafts of each the Canadian Borrower to be accepted as B/As hereunder shall be signed as set forth in paragraph (d) above. Notwithstanding that any Person whose signature appears on any B/A may no longer be an authorized signatory for any of the Multicurrency Global Revolving Lenders or such the Canadian Borrower at the date of issuance of such B/A, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance and any such B/A so signed shall be binding on such the Canadian Borrower.
(f) Upon acceptance of a B/A by a Multicurrency Global Revolving Lender, such Multicurrency Revolving Lender shall purchase, or arrange the purchase of, such B/A from the applicable Canadian Borrower at the Discount Rate for such Multicurrency Revolving Lender applicable to such B/A accepted by it and provide to the Canadian Administrative Agent the Discount Proceeds for the account of such the Canadian Borrower as provided in Section 2.022.06. The acceptance fee payable by the applicable Canadian Borrower to a Multicurrency Global Revolving Lender under Section 2.09 2.13 in respect of each B/A accepted by such Multicurrency Revolving Lender shall be set off against the Discount Proceeds payable by such Multicurrency Revolving Lender under this paragraph. Notwithstanding the foregoing, in the case of any B/A Drawing resulting from the conversion or continuation of a B/A Drawing or Multicurrency Global Revolving Loan pursuant to Section 2.022.08, the net amount that would otherwise be payable to such the Canadian Borrower by each Lender pursuant to this paragraph will be applied as provided in Section 2.02(f2.08(f).
(g) Each Multicurrency Global Revolving Lender may at any time and from time to time hold, sell, rediscount or otherwise dispose of any or all B/A’s accepted and purchased by it; provided that no such sale or disposition shall cause the amount payable by a Borrower under Section 2.18 to exceed the amount that would have been payable thereunder in the absence of such sale or disposition.
(h) Each B/A accepted and purchased hereunder shall mature at the end of the Contract Period applicable thereto.
(i) Each The Canadian Borrower waives presentment for payment and any other defense to payment of any amounts due to a Multicurrency Global Revolving Lender in respect of a B/A accepted and purchased by it pursuant to this Credit Agreement which that might exist solely by reason of such B/A being held, at the maturity thereof, by such Multicurrency Revolving Lender in its own right and each the Canadian Borrower agrees not to claim any days of grace if such Multicurrency Revolving Lender as holder sues each the Canadian Borrower on the B/A for payment of the amounts payable by such the Canadian Borrower thereunder. On the specified maturity date of a B/A, or such earlier date as may be required pursuant to the provisions of this Credit Agreement, each the Canadian Borrower shall pay the Multicurrency Global Revolving Lender that has accepted and purchased such B/A the full face amount of such B/AA (or shall make provision for the conversion or continuation of such B/A in accordance with Section 2.08) in Canadian Dollars, and after such payment such the Canadian Borrower shall have no further liability in respect of such B/A and such Multicurrency Revolving Lender shall be entitled to all benefits of, and be responsible for all payments due to third parties under, such B/A.
(j) At the option of each the Canadian Borrower and any Multicurrency Global Revolving Lender, B/As under this Credit Agreement to be accepted by such Multicurrency Revolving that Lender may be issued in the form of depository bills for deposit with The Canadian Depository for Securities Limited pursuant to the Depository Bills and Notes Act (Canada). All depository bills so issued shall be governed by the provisions of this Section 2.152.07.
(k) If a Multicurrency Global Revolving Lender is not a chartered bank under the Bank Act (Canada) or if a Multicurrency Global Revolving Lender notifies the Canadian Administrative Agent in writing that it is otherwise unable to accept B/As, such Multicurrency Revolving Lender will, instead of accepting and purchasing B/As, make a Loan (a “B/A Equivalent Loan”) to the applicable Canadian Borrower in the amount and for the same term as the draft which that such Multicurrency Revolving Lender would otherwise have been required to accept and purchase hereunder. Each such Multicurrency Revolving Lender may request that such B/A Equivalent Loan be evidenced by a non-interest bearing promissory note, in a form approved by the US Borrower and the Administrative Agent. Each such Lender will provide to the Canadian Administrative Agent the Discount Proceeds of such B/A Equivalent Loan for the account of the applicable Canadian Borrower in the same manner as such Multicurrency Revolving Lender would have provided the Discount Proceeds in respect of the draft which that such Multicurrency Revolving Lender would otherwise have been required to accept and purchase hereunder. Each such B/A Equivalent Loan will bear interest at the same rate which that would result if such Multicurrency Revolving Lender had accepted (and been paid an acceptance feefee for) and purchased (on a discounted basis) a B/A for the relevant Contract Period (it being the intention of the parties that each such B/A Equivalent Loan shall have the same economic consequences for the Multicurrency Global Revolving Lenders and the applicable Canadian Borrower as the B/A which that such B/A Equivalent Loan replaces). All such interest shall be paid in advance on the date such B/A Equivalent Loan is made, and will be deducted from the principal amount of such B/A Equivalent Loan in the same manner in which the Discount Proceeds of a B/A would be deducted from the face amount of the B/A. Subject to the repayment requirements of this Credit Agreement, on the last day of the relevant Contract Period for such B/A Equivalent Loan, the applicable Canadian Borrower shall be entitled to convert each such B/A Equivalent Loan into another type of Multicurrency Revolving Loan, or to roll over each such B/A Equivalent Loan into another B/A Equivalent Loan, all in accordance with the applicable provisions of this Credit Agreement.
(l) If the Administrative Agent determines and promptly notifies the US Borrower that, by reason of circumstances affecting the money market, there is no market for B/As, (i) the right of the Canadian Borrower to request an acceptance and purchase of B/As shall be suspended until the Administrative Agent determines that the circumstances causing such suspension no longer exist and so notifies the US Borrower, and (ii) any notice relating to an acceptance and purchase of B/As that is outstanding at such time shall be deemed to be a notice requesting a Canadian Prime Rate Borrowing (as if it were a notice given pursuant to Section 2.03).
Appears in 2 contracts
Samples: Credit Agreement (Compass Minerals International Inc), Credit Agreement (Compass Minerals International Inc)
Canadian Bankers’ Acceptances. (a) Each acceptance and purchase of B/As of a single Contract Period pursuant to Section 2.01 2.01(a) or 2.02 Section 2.07 shall be made ratably by the Multicurrency Revolving Global Tranche Lenders in accordance with the amounts of their Multicurrency Revolving Commitment PercentageGlobal Tranche Commitments. The failure of any Multicurrency Revolving Global Tranche Lender to accept any B/A required to be accepted by it shall not relieve any other Multicurrency Revolving Global Tranche Lender of its obligations hereunder; provided that the Multicurrency Revolving Global Tranche Commitments are several and no Multicurrency Revolving Global Tranche Lender shall be responsible for any other Multicurrency Revolving Global Tranche Lender’s failure to accept B/As as required. Each Lender at its option may accept and purchase any B/A by causing any Canadian lending office or Canadian Affiliate of such Lender to accept and purchase such B/A, and all references in this Section to “Lender” shall apply to any such Canadian lending office or Canadian Affiliate of such Lender.
(b) The B/As of a single Contract Period accepted and purchased on any date shall be in an aggregate amount that is an integral multiple of C$1.0 million Cdn.$1,000,000 and not less than C$5.0 million. The face amount of each B/A shall be C$100,000 or any whole multiple thereofCdn.$5,000,000. If any Multicurrency Revolving Global Tranche Lender’s ratable share of the B/As of any Contract Period to be accepted on any date would not be an integral multiple of C$100,000Cdn.$100,000, the face amount of the B/As accepted by such Multicurrency Revolving Lender may be increased or reduced to the nearest integral multiple of C$100,000 Cdn.$100,000 by the Canadian Administrative Agent in its sole discretion. B/As of more than one Contract Period may be outstanding at the same time; provided that there shall not at any time be more than a total of five (5) seven B/A Drawings outstanding, or such greater number agreed to by the Administrative Agent.
(c) To request an acceptance and purchase of B/As, a Canadian Borrower Borrowing Subsidiary shall notify the Canadian Administrative Agent of such request by telephone or by telecopy not later than 10:00 a.m., Local Time, one Business Day before the date of such acceptance and purchase. Each such Loan Notice request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery or telecopy to the Canadian Administrative Agent of a written request in a form approved by the Canadian Administrative Agent and signed by such Canadian Borrower. Each such Loan Notice telephonic and written request shall specify the following information:
(i) the aggregate face amount of the B/As to be accepted and purchased;
(ii) the date of such acceptance and purchase, which shall be a Business Day;
(iii) the Contract Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Contract Period” (and which shall in no event end after the Revolving Termination Maturity Date); and
(iv) the location and number of the applicable Canadian BorrowerBorrowing Subsidiary’s account to which any funds are to be disbursed, which shall comply with the requirements of Section 2.02. If no Contract Period is specified with respect to any requested acceptance and purchase of B/As, then the Canadian Borrower Borrowing Subsidiary shall be deemed to have selected a Contract Period of 30 days’ duration. Promptly following receipt of a Loan Notice request in accordance with this paragraph, the Canadian Administrative Agent shall advise each Multicurrency Revolving Global Tranche Lender of the details thereof and of the amount of B/As to be accepted and purchased by such Multicurrency Revolving Lender.
(d) Each Canadian Borrower Borrowing Subsidiary hereby appoints each Multicurrency Revolving Global Tranche Lender as its attorney to sign and endorse on its behalf, manually or by facsimile or mechanical signature, as and when deemed necessary by such Multicurrency Revolving Lender, blank forms of B/As, each Lender hereby agreeing that it will not sign or endorse B/As in excess of those required in connection with B/A Drawings that have been requested by the Canadian Borrowing Subsidiaries hereunder. It shall be the responsibility of each Multicurrency Revolving Global Tranche Lender to maintain an adequate supply of blank forms of B/As for acceptance under this Credit Agreement. Each Canadian Borrower Borrowing Subsidiary recognizes and agrees that all B/As signed and/or endorsed on its behalf by any Multicurrency Revolving Global Tranche Lender in accordance with such Canadian Borrowing Subsidiary’s written request shall bind such Canadian Borrower Borrowing Subsidiary as fully and effectually as if manually signed and duly issued by authorized officers of such Canadian BorrowerBorrowing Subsidiary. Each Multicurrency Revolving Global Tranche Lender is hereby authorized to issue such B/As endorsed in blank in such face amounts as may be determined by such Multicurrency Revolving Lender; provided that the aggregate face amount thereof is equal to the aggregate face amount of B/As required to be accepted by such Multicurrency Revolving LenderLender in accordance with such Canadian Borrowing Subsidiary’s written request. No Multicurrency Revolving Global Tranche Lender shall be liable for any damage, loss or claim arising by reason of any loss or improper use of any such instrument unless such loss or improper use results from the bad faith, gross negligence or willful misconduct of such Multicurrency Revolving Lender. Each Multicurrency Revolving Global Tranche Lender shall maintain a record with respect to B/As (i) received by it from the Canadian Administrative Agent in blank hereunder, (ii) voided by it for any reason, (iii) accepted and purchased by it hereunder and (iv) canceled at their respective maturities. Each Multicurrency Revolving Global Tranche Lender further agrees to retain such records in the manner and for the periods provided in applicable provincial or Federal statutes and regulations of Canada and to provide such records to each Canadian Borrower Borrowing Subsidiary upon its request and at its expense. Upon request by any Canadian BorrowerBorrowing Subsidiary, a Multicurrency Revolving Global Tranche Lender shall cancel all forms of B/A that have been pre-signed or pre-endorsed on behalf of such Canadian Borrower Borrowing Subsidiary and that are held by such Multicurrency Revolving Global Tranche Lender and are not required to be issued pursuant to this Credit Agreement.
(e) Drafts of each Canadian Borrower Borrowing Subsidiary to be accepted as B/As hereunder shall be signed as set forth in paragraph (d) above. Notwithstanding that any Person whose signature appears on any B/A may no longer be an authorized signatory for any of the Multicurrency Revolving Lenders or such Canadian Borrower Borrowing Subsidiary at the date of issuance of such B/A, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance and any such B/A so signed and properly completed shall be binding on such Canadian BorrowerBorrowing Subsidiary.
(f) Upon acceptance of a B/A by a Multicurrency Revolving Lender, such Multicurrency Revolving Lender shall purchase, or arrange the purchase of, such B/A from the applicable Canadian Borrower Borrowing Subsidiary at the Discount Rate for such Multicurrency Revolving Lender applicable to such B/A accepted by it and provide to the Canadian Administrative Agent the Discount Proceeds for the account of such Canadian Borrower Borrowing Subsidiary as provided in Section 2.022.06. The acceptance fee payable by the applicable Canadian Borrower Borrowing Subsidiary to a Multicurrency Revolving Lender under Section 2.09 2.11 in respect of each B/A accepted by such Multicurrency Revolving Lender shall be set off against the Discount Proceeds payable by such Multicurrency Revolving Lender under this paragraph. Notwithstanding the foregoing, in the case of any B/A Drawing resulting from the conversion or continuation of a B/A Drawing or Multicurrency Revolving Global Tranche Loan pursuant to Section 2.022.07, the net amount that would otherwise be payable to such Canadian Borrower Borrowing Subsidiary by each Lender pursuant to this paragraph will be applied as provided in Section 2.02(f2.07(e).
(g) Each Multicurrency Revolving Lender may at any time and from time to time hold, sell, rediscount or otherwise dispose of any or all B/A’s accepted and purchased by itit (it being understood that no such sale, rediscount or disposition shall constitute an assignment or participation of any Commitment hereunder).
(h) Each B/A accepted and purchased hereunder shall mature at the end of the Contract Period applicable thereto.
(i) Each Subject to applicable law, each Canadian Borrower Borrowing Subsidiary waives presentment for payment and any other defense to payment of any amounts due to a Multicurrency Revolving Lender in respect of a B/A accepted and purchased by it pursuant to this Credit Agreement which might exist solely by reason of such B/A being held, at the maturity thereof, by such Multicurrency Revolving Lender in its own right and each Canadian Borrower Borrowing Subsidiary agrees not to claim any days of grace if such Multicurrency Revolving Lender as holder sues each such Canadian Borrower Borrowing Subsidiary on the B/A for payment of the amounts payable by such Canadian Borrower Borrowing Subsidiary thereunder. On the specified maturity date last day of the Contract Period of a B/A, or such earlier date as may be required pursuant to the provisions of this Credit Agreement, each Canadian Borrower Borrowing Subsidiary shall pay the Multicurrency Revolving Lender that has accepted and purchased such B/A the full face amount of such B/A, and after such payment such Canadian Borrower Borrowing Subsidiary shall have no further liability in respect of such B/A and such Multicurrency Revolving Lender shall be entitled to all benefits of, and be responsible for all payments due to third parties under, such B/A.
(j) At the option of each Canadian Borrower Borrowing Subsidiary and any Multicurrency Revolving Global Tranche Lender, B/As under this Credit Agreement to be accepted by such Multicurrency Revolving that Lender may be issued in the form of depository bills for deposit with The Canadian CDS Clearing and Depository for Securities Limited Services Inc. pursuant to the Depository Bills and Notes Act (Canada). All depository bills so issued shall be governed by the provisions of this Section 2.152.05.
(k) If a Multicurrency Revolving Global Tranche Lender is not a chartered bank under the Bank Act (Canada) or if a Multicurrency Revolving Global Tranche Lender notifies the Canadian Administrative Agent in writing that it is otherwise unable to accept B/As, such Multicurrency Revolving Lender will, instead of accepting and purchasing B/As, make a Loan (a “B/A Equivalent Loan”) to the applicable Canadian Borrower Borrowing Subsidiary in the amount and for the same term as the each draft which such Multicurrency Revolving Lender would otherwise have been required to accept and purchase hereunder. Each such Multicurrency Revolving Lender will provide to the Canadian Administrative Agent the Discount Proceeds of such B/A Equivalent Loan for the account of the applicable Canadian Borrower Borrowing Subsidiary in the same manner as such Multicurrency Revolving Lender would have provided the Discount Proceeds in respect of the draft which such Multicurrency Revolving Lender would otherwise have been required to accept and purchase hereunder. Each such B/A Equivalent Loan will bear interest at the same rate which that would result if such Multicurrency Revolving Lender had accepted (and been paid an acceptance fee) and purchased (on a discounted basis) a B/A for the relevant Contract Period (it being the intention of the parties that each such B/A Equivalent Loan shall have the same economic consequences for the Multicurrency Revolving Lenders and the applicable Canadian Borrower Borrowing Subsidiary as the B/A which that such B/A Equivalent Loan replaces). All such interest shall be paid in advance on the date such B/A Equivalent Loan is made, and will be deducted from the principal amount of such B/A Equivalent Loan in the same manner in which the Discount Proceeds of a B/A would be deducted from the face amount of the B/A. Subject to the repayment requirements of this Credit Agreement, on the last day of the relevant Contract Period for such B/A Equivalent Loan, the applicable Canadian Borrower Borrowing Subsidiary shall be entitled to convert each such B/A Equivalent Loan into another type of Multicurrency Revolving Loan, or to roll over each such B/A Equivalent Loan into another B/A Equivalent Loan, all in accordance with the applicable provisions of this Credit Agreement.
(l) Notwithstanding any provision hereof but subject to Section 2.10(b), the Borrowers may not prepay any B/A Drawing other than on the last day of its Contract Period.
(m) For greater certainty, all provisions of this Agreement which are applicable to B/As shall also be applicable, mutatis mutandis, to B/A Equivalent Loans.
Appears in 2 contracts
Samples: Credit Agreement (Molson Coors Beverage Co), Credit Agreement (Molson Coors Brewing Co)
Canadian Bankers’ Acceptances. (a) Each acceptance and purchase of B/As of a single Contract Period pursuant to Section 2.01 2.01(b) or 2.02 Section 2.08 shall be made ratably by the Multicurrency Revolving Lenders in accordance with the amounts of their Multicurrency Revolving Commitment PercentageFacility Commitments. The failure of any Multicurrency Revolving Lender to accept any B/A required to be accepted by it shall not relieve any other Multicurrency Revolving Lender of its obligations hereunder; provided that the Multicurrency Revolving Facility Commitments are several and no Multicurrency Revolving Lender shall be responsible for any other Multicurrency Revolving Lender’s failure to accept B/As as requiredrequired hereunder.
(b) The B/As of a single Contract Period accepted and purchased on any date shall be in an aggregate amount that is an integral multiple of C$1.0 million 1,000,000 and not less than C$5.0 million1,000,000. The face amount of each B/A shall be C$100,000 or any whole multiple thereof. If any Multicurrency Revolving Lender’s ratable share of the B/As of any Contract Period to be accepted on any date would not be an integral multiple of C$100,000, the face amount of the B/As accepted by such Multicurrency Revolving Lender may be increased or reduced to the nearest integral multiple of C$100,000 by the Canadian Administrative Agent in its sole discretion. B/As of more than one Contract Period may be outstanding at the same time; provided that there shall not at any time be more than a total of five (5) B/A Drawings outstanding.
(c) To request an acceptance and purchase of B/As, a the Canadian Borrower shall notify the Canadian Administrative Agent of such request by telephone or by telecopy facsimile not later than 10:00 a.m., Local Time, one Business Day before the date of such acceptance and purchase. Each such Loan Notice request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery or telecopy facsimile to the Canadian Administrative Agent of a written request in a form approved Borrowing Request signed by the Canadian Agent and signed by such Canadian Borrower. Each such Loan Notice telephonic request and Borrowing Request shall specify the following information:
(i) the aggregate face amount of the B/As to be accepted and purchased;
(ii) the date of such acceptance and purchase, which shall be a Business Day;
(iii) the Contract Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Contract Period” (and which shall in no event end after the Revolving Termination Maturity Date); and
(iv) the location and number of the applicable Canadian Borrower’s account to which any funds are to be disbursed, which shall comply with the requirements of Section 2.022.07. If no Contract Period is specified with respect to any requested acceptance and purchase of B/As, then the Canadian Borrower shall be deemed to have selected a Contract Period of 30 days’ duration. Promptly following receipt of a Loan Notice request in accordance with this paragraph, the Canadian Administrative Agent shall advise each Multicurrency Revolving Lender of the details thereof and of the amount of B/As to be accepted and purchased by such Multicurrency Revolving Lender.
(d) Each The Canadian Borrower hereby appoints each Multicurrency Revolving Lender as its attorney to sign and endorse on its behalf, manually or by facsimile or mechanical signature, as and when deemed necessary by such Multicurrency Revolving Lender, blank forms of B/As. It shall be the responsibility of each Multicurrency Revolving Lender to maintain an adequate supply of blank forms of B/As for acceptance under this Credit Agreement. Each The Canadian Borrower recognizes and agrees that all B/As signed and/or endorsed on its behalf by any Multicurrency Revolving Lender shall bind such the Canadian Borrower as fully and effectually as if manually signed and duly issued by authorized officers of such the Canadian Borrower. Each Multicurrency Revolving Lender is hereby authorized to issue such B/As endorsed in blank in such face amounts as may be determined by such Multicurrency Revolving LenderLender to comply with any request of the Canadian Borrower hereunder; provided that the aggregate face amount thereof is equal to the aggregate face amount of B/As required to be accepted by such Multicurrency Revolving Lender. No Multicurrency Revolving Lender shall be liable for any damage, loss or claim arising by reason of any loss or improper use of any such instrument unless such loss or improper use results from the gross negligence or willful misconduct of such Multicurrency Revolving Lender. Each Multicurrency Revolving Lender shall maintain a record with respect to B/As (i) received by it from the Canadian Administrative Agent in blank hereunder, (ii) voided by it for any reason, (iii) accepted and purchased by it hereunder and (iv) canceled at their respective maturities. Each Multicurrency Revolving Lender further agrees to retain such records in the manner and for the periods provided in applicable provincial or Federal statutes and regulations of Canada and to provide such records to each Canadian Borrower upon its request and at its expense. Upon request by any the Canadian Borrower, a Multicurrency Revolving Lender shall cancel all forms of B/A that have been pre-signed or pre-endorsed on behalf of such the Canadian Borrower and that are held by such Multicurrency Revolving Lender and are not required to be issued pursuant to this Credit Agreement.
(e) Drafts of each the Canadian Borrower to be accepted as B/As hereunder shall be signed as set forth in paragraph (d) above. Notwithstanding that any Person person whose signature appears on any B/A may no longer be an authorized signatory for any of the Multicurrency Revolving Lenders or such the Canadian Borrower at the date of issuance of such B/A, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance and any such B/A so signed shall be binding on such the Canadian Borrower.
(f) Upon acceptance of a B/A by a Multicurrency Revolving Lender, such Multicurrency Revolving Lender shall purchase, or arrange the purchase of, such B/A from the applicable Canadian Borrower at the Discount B/A Rate for such Multicurrency Revolving Lender applicable to such B/A accepted by it and provide to the Canadian Administrative Agent the Discount Proceeds (net of applicable acceptance fees) for the account of such the Canadian Borrower as provided in Section 2.022.07. The acceptance fee payable by the applicable Canadian Borrower to a Multicurrency Revolving Lender under Section 2.09 2.13(c) in respect of each B/A accepted by such Multicurrency Revolving Lender shall be set off against the Discount Proceeds payable by such Multicurrency Revolving Lender under this paragraph. Notwithstanding the foregoing, in the case of any B/A Drawing resulting from the conversion or continuation of a B/A Drawing or Multicurrency Revolving Facility Loan pursuant to Section 2.022.08, the net amount that would otherwise be payable to such the Canadian Borrower by each Lender pursuant to this paragraph will be applied as provided in Section 2.02(f2.08(f).
(g) Each Multicurrency Revolving Lender may at any time and from time to time hold, sell, rediscount or otherwise dispose of any or all B/A’s accepted and purchased by itit hereunder.
(h) Each B/A accepted and purchased hereunder shall mature at the end of the Contract Period applicable thereto.
(i) Each The Canadian Borrower waives presentment for payment and any other defense to payment of any amounts due to a Multicurrency Revolving Lender in respect of a B/A accepted and purchased by it pursuant to this Credit Agreement which that might exist solely by reason of such B/A being held, at the maturity thereof, by such Multicurrency Revolving Lender in its own right and each the Canadian Borrower agrees not to claim any days of grace if such Multicurrency Revolving Lender as holder sues each the Canadian Borrower on the B/A for payment of the amounts payable by such the Canadian Borrower thereunder. On the specified maturity date of a B/A, or such earlier date as may be required pursuant to the provisions of this Credit Agreement, each the Canadian Borrower shall pay the Multicurrency Revolving Lender that has accepted and purchased such B/A the full face amount of such B/A, and after such payment such the Canadian Borrower shall have no further liability in respect of such B/A and such Multicurrency Revolving Lender shall be entitled to all benefits of, and be responsible for all payments due to third parties under, such B/A.
(j) At the option of each the Canadian Borrower and any Multicurrency Revolving Lender, B/As under this Credit Agreement to be accepted by such Multicurrency Revolving that Lender may be issued in the form of depository bills for deposit with The Canadian Depository for Securities Limited pursuant to the Depository Bills and Notes Act (Canada)) or bills of exchange pursuant to the Bills of Exchange Act. All depository bills so issued and all bills of exchange shall be governed by the provisions of this Section 2.15.
(k) 2.06. If a Multicurrency Revolving Lender is not a chartered bank or authorized foreign bank under the Bank Act (Canada) or if a Multicurrency Revolving Lender notifies the Canadian Administrative Agent in writing that it is otherwise unable to accept B/As, such Multicurrency Revolving Lender will, instead of accepting and purchasing B/As, make a Loan (a “B/A Equivalent Loan”) to the applicable Canadian Borrower in the amount and for the same term as the draft which that such Multicurrency Revolving Lender would otherwise have been required to accept and purchase hereunder. Each such Multicurrency Revolving Lender will provide to the Canadian Administrative Agent the Discount Proceeds of such B/A Equivalent Loan for the account of the applicable Canadian Borrower in the same manner as such Multicurrency Revolving Lender would have provided the Discount Proceeds in respect of the draft which that such Multicurrency Revolving Lender would otherwise have been required to accept and purchase hereunder. Each such B/A Equivalent Loan will bear interest at the same rate which that would result if such Multicurrency Revolving Lender had accepted (and been paid an acceptance fee) and purchased (on a discounted basis) a B/A for the relevant Contract Period (it being the intention of the parties that each such B/A Equivalent Loan shall have the same economic consequences for the Multicurrency Revolving Lenders and the applicable Canadian Borrower as the B/A which that such B/A Equivalent Loan replaces). All such interest shall be paid in advance on the date such B/A Equivalent Loan is made, and will be deducted from the principal amount of such B/A Equivalent Loan in the same amount and manner in which the deduction based on the Discount Proceeds B/A Rate and the applicable acceptance fee of a B/A would be deducted from the face amount of the B/A. Subject to the repayment requirements of this Credit Agreement, on the last day of the relevant Contract Period for such B/A Equivalent Loan, the applicable Canadian Borrower shall be entitled to convert each such B/A Equivalent Loan into another type of Multicurrency Revolving Loan, or to roll over each such B/A Equivalent Loan into another B/A Equivalent Loan, all in accordance with the applicable provisions of this Credit Agreement.
(k) For the avoidance of doubt, each B/A or B/A Equivalent Loan outstanding immediately prior to the Stage 2 Amendment Effective Date, if any, shall remain outstanding hereunder after giving effect to the Stage 2 Amendment Effective Date as a B/A or B/A Equivalent Loan incurred under the 2016 Extended Revolving Facility Commitments.
Appears in 2 contracts
Samples: Asset Based Revolving Credit Agreement (Hexion Inc.), Amendment Agreement (Hexion Inc.)
Canadian Bankers’ Acceptances. (a) Each acceptance and purchase of B/As of a single Contract Period pursuant to Section 2.01 2.01(b) or 2.02 Section 2.08 shall be made ratably by the Multicurrency Revolving Lenders in accordance with the amounts of their Multicurrency Revolving Commitment PercentageFacility Commitments. The failure of any Multicurrency Revolving Lender to accept any B/A required to be accepted by it shall not relieve any other Multicurrency Revolving Lender of its obligations hereunder; provided that the Multicurrency Revolving Facility Commitments are several and no Multicurrency Revolving Lender shall be responsible for any other Multicurrency Revolving Lender’s failure to accept B/As as requiredrequired hereunder.
(b) The B/As of a single Contract Period accepted and purchased on any date shall be in an aggregate amount that is an integral multiple of C$1.0 million 1,000,000 and not less than C$5.0 million1,000,000. The face amount of each B/A shall be C$100,000 or any whole multiple thereof. If any Multicurrency Revolving Lender’s ratable share of the B/As of any Contract Period to be accepted on any date would not be an integral multiple of C$100,000, the face amount of the B/As accepted by such Multicurrency Revolving Lender may be increased or reduced to the nearest integral multiple of C$100,000 by the Canadian Administrative Agent in its sole discretion. B/As of more than one Contract Period may be outstanding at the same time; provided that there shall not at any time be more than a total of five (5) B/A Drawings outstanding.
(c) To request an acceptance and purchase of B/As, a the Canadian Borrower shall notify the Canadian Administrative Agent of such request by telephone or by telecopy facsimile not later than 10:00 a.m., Local Time, one Business Day before the date of such acceptance and purchase. Each such Loan Notice request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery or telecopy facsimile to the Canadian Administrative Agent of a written request in a form approved Borrowing Request signed by the Canadian Agent and signed by such Canadian Borrower. Each such Loan Notice telephonic request and Borrowing Request shall specify the following information:
(i) the aggregate face amount of the B/As to be accepted and purchased;
(ii) the date of such acceptance and purchase, which shall be a Business Day;
(iii) the Contract Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Contract Period” (and which shall in no event end after the Revolving Termination Maturity Date); and
(iv) the location and number of the applicable Canadian Borrower’s account to which any funds are to be disbursed, which shall comply with the requirements of Section 2.022.07. If no Contract Period is specified with respect to any requested acceptance and purchase of B/As, then the Canadian Borrower shall be deemed to have selected a Contract Period of 30 days’ duration. Promptly following receipt of a Loan Notice request in accordance with this paragraph, the Canadian Administrative Agent shall advise each Multicurrency Revolving Lender of the details thereof and of the amount of B/As to be accepted and purchased by such Multicurrency Revolving Lender.
(d) Each The Canadian Borrower hereby appoints each Multicurrency Revolving Lender as its attorney to sign and endorse on its behalf, manually or by facsimile or mechanical signature, as and when deemed necessary by such Multicurrency Revolving Lender, blank forms of B/As. It shall be the responsibility of each Multicurrency Revolving Lender to maintain an adequate supply of blank forms of B/As for acceptance under this Credit Agreement. Each The Canadian Borrower recognizes and agrees that all B/As signed and/or endorsed on its behalf by any Multicurrency Revolving Lender shall bind such the Canadian Borrower as fully and effectually as if manually signed and duly issued by authorized officers of such the Canadian Borrower. Each Multicurrency Revolving Lender is hereby authorized to issue such B/As endorsed in blank in such face amounts as may be determined by such Multicurrency Revolving LenderLender to comply with any request of the Canadian Borrower hereunder; provided that the aggregate face amount thereof is equal to the aggregate face amount of B/As required to be accepted by such Multicurrency Revolving Lender. No Multicurrency Revolving Lender shall be liable for any damage, loss or claim arising by reason of any loss or improper use of any such instrument unless such loss or improper use results from the gross negligence or willful misconduct of such Multicurrency Revolving Lender. Each Multicurrency Revolving Lender shall maintain a record with respect to B/As (i) received by it from the Canadian Administrative Agent in blank hereunder, (ii) voided by it for any reason, (iii) accepted and purchased by it hereunder and (iv) canceled at their respective maturities. Each Multicurrency Revolving Lender further agrees to retain such records in the manner and for the periods provided in applicable provincial or Federal statutes and regulations of Canada and to provide such records to each Canadian Borrower upon its request and at its expense. Upon request by any the Canadian Borrower, a Multicurrency Revolving Lender shall cancel all forms of B/A that have been pre-signed or pre-endorsed on behalf of such the Canadian Borrower and that are held by such Multicurrency Revolving Lender and are not required to be issued pursuant to this Credit Agreement.
(e) Drafts of each the Canadian Borrower to be accepted as B/As hereunder shall be signed as set forth in paragraph (d) above. Notwithstanding that any Person person whose signature appears on any B/A may no longer be an authorized signatory for any of the Multicurrency Revolving Lenders or such the Canadian Borrower at the date of issuance of such B/A, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance and any such B/A so signed shall be binding on such the Canadian Borrower.
(f) Upon acceptance of a B/A by a Multicurrency Revolving Lender, such Multicurrency Revolving Lender shall purchase, or arrange the purchase of, such B/A from the applicable Canadian Borrower at the Discount B/A Rate for such Multicurrency Revolving Lender applicable to such B/A accepted by it and provide to the Canadian Administrative Agent the Discount Proceeds (net of applicable acceptance fees) for the account of such the Canadian Borrower as provided in Section 2.022.07. The acceptance fee payable by the applicable Canadian Borrower to a Multicurrency Revolving Lender under Section 2.09 2.13(c) in respect of each B/A accepted by such Multicurrency Revolving Lender shall be set off against the Discount Proceeds payable by such Multicurrency Revolving Lender under this paragraph. Notwithstanding the foregoing, in the case of any B/A Drawing resulting from the conversion or continuation of a B/A Drawing or Multicurrency Revolving Facility Loan pursuant to Section 2.022.08, the net amount that would otherwise be payable to such the Canadian Borrower by each Lender pursuant to this paragraph will be applied as provided in Section 2.02(f2.08(f).
(g) Each Multicurrency Revolving Lender may at any time and from time to time hold, sell, rediscount or otherwise dispose of any or all B/A’s accepted and purchased by itit hereunder.
(h) Each B/A accepted and purchased hereunder shall mature at the end of the Contract Period applicable thereto.
(i) Each The Canadian Borrower waives presentment for payment and any other defense to payment of any amounts due to a Multicurrency Revolving Lender in respect of a B/A accepted and purchased by it pursuant to this Credit Agreement which that might exist solely by reason of such B/A being held, at the maturity thereof, by such Multicurrency Revolving Lender in its own right and each the Canadian Borrower agrees not to claim any days of grace if such Multicurrency Revolving Lender as holder sues each the Canadian Borrower on the B/A for payment of the amounts payable by such the Canadian Borrower thereunder. On the specified maturity date of a B/A, or such earlier date as may be required pursuant to the provisions of this Credit Agreement, each the Canadian Borrower shall pay the Multicurrency Revolving Lender that has accepted and purchased such B/A the full face amount of such B/A, and after such payment such the Canadian Borrower shall have no further liability in respect of such B/A and such Multicurrency Revolving Lender shall be entitled to all benefits of, and be responsible for all payments due to third parties under, such B/A.
(j) At the option of each the Canadian Borrower and any Multicurrency Revolving Lender, B/As under this Credit Agreement to be accepted by such Multicurrency Revolving that Lender may be issued in the form of depository bills for deposit with The Canadian Depository for Securities Limited pursuant to the Depository Bills and Notes Act (Canada)) or bills of exchange pursuant to the Bills of Exchange Act. All depository bills so issued and all bills of exchange shall be governed by the provisions of this Section 2.15.
(k) 2.06. If a Multicurrency Revolving Lender is not a chartered bank or authorized foreign bank under the Bank Act (Canada) or if a Multicurrency Revolving Lender notifies the Canadian Administrative Agent in writing that it is otherwise unable to accept B/As, such Multicurrency Revolving Lender will, instead of accepting and purchasing B/As, make a Loan (a “B/A Equivalent Loan”) to the applicable Canadian Borrower in the amount and for the same term as the draft which that such Multicurrency Revolving Lender would otherwise have been required to accept and purchase hereunder. Each such Multicurrency Revolving Lender will provide to the Canadian Administrative Agent the Discount Proceeds of such B/A Equivalent Loan for the account of the applicable Canadian Borrower in the same manner as such Multicurrency Revolving Lender would have provided the Discount Proceeds in respect of the draft which that such Multicurrency Revolving Lender would otherwise have been required to accept and purchase hereunder. Each such B/A Equivalent Loan will bear interest at the same rate which that would result if such Multicurrency Revolving Lender had accepted (and been paid an acceptance fee) and purchased (on a discounted basis) a B/A for the relevant Contract Period (it being the intention of the parties that each such B/A Equivalent Loan shall have the same economic consequences for the Multicurrency Revolving Lenders and the applicable Canadian Borrower as the B/A which that such B/A Equivalent Loan replaces). All such interest shall be paid in advance on the date such B/A Equivalent Loan is made, and will be deducted from the principal amount of such B/A Equivalent Loan in the same amount and manner in which the deduction based on the Discount Proceeds B/A Rate and the applicable acceptance fee of a B/A would be deducted from the face amount of the B/A. Subject to the repayment requirements of this Credit Agreement, on the last day of the relevant Contract Period for such B/A Equivalent Loan, the applicable Canadian Borrower shall be entitled to convert each such B/A Equivalent Loan into another type of Multicurrency Revolving Loan, or to roll over each such B/A Equivalent Loan into another B/A Equivalent Loan, all in accordance with the applicable provisions of this Credit Agreement.
Appears in 2 contracts
Samples: Amendment Agreement (Hexion Inc.), Asset Based Revolving Credit Agreement (Momentive Specialty Chemicals Inc.)
Canadian Bankers’ Acceptances. (a) Each acceptance and purchase of B/As of a single Contract Period pursuant to Section 2.01 or 2.02 2.01(a) and this Section shall be made ratably by the Multicurrency Revolving Tranche One Lenders in accordance with the amounts of their Multicurrency Revolving Commitment PercentageTranche One Commitments. The failure of any Multicurrency Revolving Lender to accept any B/A required to be accepted by it shall not relieve any other Multicurrency Revolving Lender of its obligations hereunder; provided that the Multicurrency Revolving Commitments are several and no Multicurrency Revolving Lender shall be responsible for any other Multicurrency Revolving Lender’s failure to accept B/As as required.. Each Lender at its option may accept and purchase any B/A by causing any Canadian lending office or Affiliate of such Lender to accept and purchase such B/A.
(b) The B/As of a single Contract Period accepted and purchased on any date shall be in an aggregate amount that is an integral multiple of C$1.0 million Cdn.$1,000,000 and not less than C$5.0 million. The face amount of each B/A shall be C$100,000 or any whole multiple thereofCdn.$5,000,000. If any Multicurrency Revolving Lender’s ratable share of the B/As of any Contract Period to be accepted on any date would not be an integral multiple of C$100,000Cdn.$100,000, the face amount of the B/As accepted by such Multicurrency Revolving Lender may be increased or reduced to the nearest integral multiple of C$100,000 Cdn.$100,000 by the Canadian Agent Administrative Agent, acting through its Toronto branch, in its sole discretion. B/As of more than one Contract Period may be outstanding at the same time; provided that there shall not at any time be more than a total of five (5) ten B/A Drawings outstandingoutstanding at any time.
(c) To request an acceptance and purchase of B/As, a Canadian Borrower Borrowing Subsidiary shall notify the Canadian Administrative Agent of such request by telephone or by telecopy fax not later than 10:00 a.m.12:00 noon, Local Time, one two Business Day Days before the date of such acceptance and purchase. Each such Loan Notice request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery or telecopy fax to the Canadian Agent Administrative Agent, acting through its Toronto branch, of a written request in a form approved by the Canadian Administrative Agent and signed by such Canadian BorrowerBorrowing Subsidiary. Each such Loan Notice telephonic and written request shall specify the following information:
(i) the aggregate face amount of the B/As to be accepted and purchased;
(ii) the date of such acceptance and purchase, which shall be a Business Day;
(iii) the Contract Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Contract Period” (and which shall in no event end after the Revolving Termination Maturity Date); and
(iv) the location and number of the applicable Canadian BorrowerBorrowing Subsidiary’s account to which any funds the proceeds of such B/As are to be disbursed, which shall comply with the requirements of Section 2.02. If no Contract Period is specified with respect to any requested Any request for an acceptance and purchase of B/AsAs that shall fail to specify any of the information required by the preceding provisions of this paragraph may be rejected by the Administrative Agent if such failure is not corrected promptly after the Administrative Agent shall give written or telephonic notice thereof to the applicable Borrower and, then the Canadian Borrower shall if so rejected, will be deemed to have selected a Contract Period of 30 days’ durationno force or effect. Promptly following receipt of a Loan Notice request in accordance with this paragraph, the Canadian Administrative Agent shall advise each Multicurrency Revolving Tranche One Lender of the details thereof and of the amount of B/As to be accepted and purchased by such Multicurrency Revolving Lender.
(d) Each Canadian Borrower Borrowing Subsidiary hereby appoints each Multicurrency Revolving Tranche One Lender as its attorney to sign and endorse on its behalf, manually or by facsimile or mechanical signature, as and when deemed necessary by such Multicurrency Revolving Lender, blank forms of B/As, each Tranche One Lender hereby agreeing that it will not sign or endorse B/As in excess of those required in connection with B/A Drawings that have been requested by the Canadian Borrowing Subsidiaries hereunder. It shall be the responsibility of each Multicurrency Revolving Tranche One Lender to maintain an adequate supply of blank forms of B/As for acceptance under this Credit Agreement. Each Canadian Borrower Borrowing Subsidiary recognizes and agrees that all B/As signed and/or endorsed on its behalf by any Multicurrency Revolving Tranche One Lender in accordance with such Canadian Borrowing Subsidiary’s written request shall bind such Canadian Borrower Borrowing Subsidiary as fully and effectually as if manually signed and duly issued by authorized officers of such Canadian BorrowerBorrowing Subsidiary. Each Multicurrency Revolving Tranche One Lender is hereby authorized to issue such B/As endorsed in blank in such face amounts as may be determined by such Multicurrency Revolving Lender; provided that the aggregate face amount thereof is equal to the aggregate face amount of B/As required to be accepted by such Multicurrency Revolving LenderLender in accordance with such Canadian Borrowing Subsidiary’s written request. No Multicurrency Revolving Tranche One Lender shall be liable for any damage, loss or claim arising by reason of any loss or improper use of any such instrument unless such loss or improper use results from the bad faith, gross negligence or willful misconduct of such Multicurrency Revolving Lender. Each Multicurrency Revolving Tranche One Lender shall maintain a record with respect to B/As (i) received by it from the Canadian Administrative Agent in blank hereunder, (ii) voided by it for any reason, (iii) accepted and purchased by it hereunder and (iv) canceled at their respective maturities. Each Multicurrency Revolving Tranche One Lender further agrees to retain such records in the manner and for the periods provided in applicable provincial or Federal federal statutes and regulations of Canada and to provide such records to each Canadian Borrower Borrowing Subsidiary upon its request and at its expense. Upon request by any Canadian BorrowerBorrowing Subsidiary, a Multicurrency Revolving Lender shall cancel all forms of B/A that have been pre-signed or pre-endorsed on behalf of such Canadian Borrower Borrowing Subsidiary and that are held by such Multicurrency Revolving Lender and are not required to be issued pursuant to this Credit Agreement.
(e) Drafts of each Canadian Borrower Borrowing Subsidiary to be accepted as B/As hereunder shall be signed as set forth in paragraph (d) above. Notwithstanding that any Person whose signature appears on any B/A may no longer be an authorized signatory for any of the Multicurrency Revolving Lenders or such Canadian Borrower Borrowing Subsidiary at the date of issuance of such B/A, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance and any such B/A so signed and properly completed shall be binding on such Canadian BorrowerBorrowing Subsidiary.
(f) Upon acceptance of a B/A by a Multicurrency Revolving Tranche One Lender, such Multicurrency Revolving Lender shall purchase, or arrange the purchase of, such B/A from the applicable Canadian Borrower Borrowing Subsidiary at the Discount Rate for such Multicurrency Revolving Lender applicable to such B/A accepted by it and provide to the Canadian Administrative Agent the Discount Proceeds for the account of such Canadian Borrower Borrowing Subsidiary as provided in Section 2.022.07. The acceptance fee payable by the applicable Canadian Borrower Borrowing Subsidiary to a Multicurrency Revolving Lender under Section 2.09 2.12 in respect of each B/A accepted by such Multicurrency Revolving Lender shall be set off against the Discount Proceeds payable by such Multicurrency Revolving Lender under this paragraph. Notwithstanding the foregoing, in the case of any B/A Drawing resulting from the conversion or continuation of a B/A Drawing or Multicurrency Revolving Loan Borrowing pursuant to Section 2.022.08, the net amount that would otherwise be payable to such Canadian Borrower by each Lender pursuant to this paragraph will be applied as provided in Section 2.02(f2.08(f).
(g) Each Multicurrency Revolving Tranche One Lender may at any time and from time to time hold, sell, rediscount or otherwise dispose of any or all B/A’s As accepted and purchased by itit (it being understood that no such sale, rediscount or disposition shall constitute an assignment or participation of any Commitment hereunder).
(h) Each B/A accepted and purchased hereunder shall mature at the end of the Contract Period applicable thereto.
(i) Each Subject to applicable law, each Canadian Borrower Borrowing Subsidiary waives presentment for payment and any other defense to payment of any amounts due to a Multicurrency Revolving Tranche One Lender in respect of a B/A accepted and purchased by it pursuant to this Credit Agreement which that might exist solely by reason of such B/A being held, at the maturity thereof, by such Multicurrency Revolving Lender in its own right right, and each Canadian Borrower Borrowing Subsidiary agrees not to claim any days of grace if such Multicurrency Revolving Lender as holder sues each such Canadian Borrower Borrowing Subsidiary on the B/A for payment of the amounts payable by such Canadian Borrower Borrowing Subsidiary thereunder. On the specified maturity date last day of the Contract Period of a B/A, or such earlier date as may be required pursuant to the provisions of this Credit Agreement, each the applicable Canadian Borrower Borrowing Subsidiary shall pay the Multicurrency Revolving Lender that has accepted and purchased such B/A the full face amount of such B/A, and after such payment such Canadian Borrower Borrowing Subsidiary shall have no further liability in respect of such B/A and such Multicurrency Revolving Lender shall be entitled to all benefits of, and be responsible for all payments due to third parties under, such B/A.
(j) At the option of each Canadian Borrower Borrowing Subsidiary and any Multicurrency Revolving Lender, B/As under this Credit Agreement to be accepted by such Multicurrency Revolving that Lender may be issued in the form of depository bills for deposit with The Canadian Depository for Securities Limited pursuant to the Depository Bills and Notes Act (Canada). All depository bills so issued shall be governed by the provisions of this Section 2.15Section.
(k) If a Multicurrency Revolving Tranche One Lender is not a chartered bank under the Bank Act (Canada) or if a Multicurrency Revolving Tranche One Lender notifies the Canadian Administrative Agent in writing that it is otherwise unable to accept B/As, such Multicurrency Revolving Lender will, instead of accepting and purchasing any B/As, make a Loan (a “B/A Equivalent Loan”) to the applicable Canadian Borrower Borrowing Subsidiary in the amount and for the same term as the each draft which such Multicurrency Revolving Lender would otherwise have been required to accept and purchase hereunder. Each such Multicurrency Revolving Lender will provide to the Canadian Administrative Agent the Discount Proceeds of such B/A Equivalent Loan for the account of the applicable Canadian Borrower Borrowing Subsidiary in the same manner as such Multicurrency Revolving Lender would have provided the Discount Proceeds in respect of the draft which such Multicurrency Revolving Lender would otherwise have been required to accept and purchase hereunder. Each such B/A Equivalent Loan will bear interest at the same rate which that would result if such Multicurrency Revolving Lender had accepted (and been paid an acceptance fee) and purchased (on a discounted basis) a B/A for the relevant Contract Period (it being the intention of the parties that each such B/A Equivalent Loan shall have the same economic consequences for the Multicurrency Revolving Lenders and the applicable Canadian Borrower Borrowing Subsidiary as the B/A which that such B/A Equivalent Loan replaces). All such interest shall be paid in advance on the date such B/A Equivalent Loan is made, and will be deducted from the principal amount of such B/A Equivalent Loan in the same manner in which the Discount Proceeds of a B/A would be deducted from the face amount of the B/A. Subject to the repayment requirements of this Credit Agreement, on the last day of the relevant Contract Period for such B/A Equivalent Loan, the applicable Canadian Borrower Borrowing Subsidiary shall be entitled to convert each such B/A Equivalent Loan into another type of Multicurrency Revolving Loan, or to roll over each such B/A Equivalent Loan into another B/A Equivalent Loan, all in accordance with the applicable provisions of this Credit Agreement.
(l) Notwithstanding any provision hereof but subject to Section 2.11(b), the Borrowers may not prepay any B/A Drawing other than on the last day of its Contract Period.
(m) For greater certainty, all provisions of this Agreement that are applicable to B/As shall also be applicable, mutatis mutandis, to B/A Equivalent Loans.
Appears in 1 contract
Canadian Bankers’ Acceptances. (a) Each acceptance and purchase of B/As of a single Contract Period pursuant to Section 2.01 or 2.02 Section 2.07 shall be made ratably by the Multicurrency Revolving Lenders in accordance with the amounts of their Multicurrency Revolving Commitment PercentageCommitments. The failure of any Multicurrency Revolving Lender to accept any B/A required to be accepted by it shall not relieve any other Multicurrency Revolving Lender of its obligations hereunder; , provided that the Multicurrency Revolving Commitments are several and no Multicurrency Revolving Lender shall be responsible for any other Multicurrency Revolving Lender’s failure to accept B/As as required.
(b) The B/As of a single Contract Period accepted and purchased on any date shall be in an aggregate amount that is an integral multiple of C$1.0 million 5,000,000 and not less than C$5.0 million1,000,000. The face amount of each B/A shall be C$100,000 or any whole multiple thereof. If any Multicurrency Revolving Lender’s ratable share of the B/As of any Contract Period to be accepted on any date would not be an integral multiple of C$100,000, the face amount of the B/As accepted by such Multicurrency Revolving Lender may be increased or reduced to the nearest integral multiple of C$100,000 by the Canadian Agent in its sole discretion. B/As of more than one Contract Period may be outstanding at the same time; , provided that there shall not at any time be more than a total of five (5) 5 B/A Drawings outstanding.
(c) To request an acceptance and purchase of B/As, a Canadian Borrower shall notify the Canadian Agent of such request by telephone or by telecopy not later than 10:00 a.m., Local Time, one Business Day before the date of such acceptance and purchase. Each such Loan Notice request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery or telecopy to the Canadian Agent of a written request in a form approved by the Canadian Agent and signed by such Canadian Borrower. Each such Loan Notice telephonic and written request shall specify the following information:
(i) the aggregate face amount of the B/As to be accepted and purchased;
(ii) the date of such acceptance and purchase, which shall be a Business Day;
(iii) the Contract Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Contract Period” (and which shall in no event end after the Revolving Termination Maturity Date); and
(iv) the location and number of the applicable Canadian Borrower’s account to which any funds are to be disbursed, which shall comply with the requirements of Section 2.022.06. If no Contract Period is specified with respect to any requested acceptance and purchase of B/As, then the Canadian Borrower shall be deemed to have selected a Contract Period of 30 days’ duration. Promptly following receipt of a Loan Notice request in accordance with this paragraph, the Canadian Agent shall advise each Multicurrency Revolving Lender of the details thereof and of the amount of B/As to be accepted and purchased by such Multicurrency Revolving Lender.
(d) Each Canadian Borrower hereby appoints each Multicurrency Revolving Lender as its attorney to sign and endorse on its behalf, manually or by facsimile or mechanical signature, as and when deemed necessary by such Multicurrency Revolving Lender, blank forms of B/As. It shall be the responsibility of each Multicurrency Revolving Lender to maintain an adequate supply of blank forms of B/As for acceptance under this Credit Agreement. Each Canadian Borrower recognizes and agrees that all B/As signed and/or endorsed on its behalf by any Multicurrency Revolving Lender shall bind such Canadian Borrower as fully and effectually as if manually signed and duly issued by authorized officers of such Canadian Borrower. Each Multicurrency Revolving Lender is hereby authorized to issue such B/As endorsed in blank in such face amounts as may be determined by such Multicurrency Revolving Lender; , provided that the aggregate face amount thereof is equal to the aggregate face amount of B/As required to be accepted by such Multicurrency Revolving Lender. No Multicurrency Revolving Lender shall be liable for any damage, loss or claim arising by reason of any loss or improper use of any such instrument unless such loss or improper use results from the gross negligence or willful misconduct of such Multicurrency Revolving Lender. Each Multicurrency Revolving Lender shall maintain a record with respect to B/As (i) received by it from the Canadian Agent in blank hereunder, (ii) voided by it for any reason, (iii) accepted and purchased by it hereunder and (iv) canceled at their respective maturities. Each Multicurrency Revolving Lender further agrees to retain such records in the manner and for the periods provided in applicable provincial or Federal statutes and regulations of Canada and to provide such records to each Canadian Borrower upon its request and at its expense. Upon request by any Canadian Borrower, a Multicurrency Revolving Lender shall cancel all forms of B/A that have been pre-signed or pre-endorsed on behalf of such Canadian Borrower and that are held by such Multicurrency Revolving Lender and are not required to be issued pursuant to this Credit Agreement.
(e) Drafts of each Canadian Borrower to be accepted as B/As hereunder shall be signed as set forth in paragraph (d) above. Notwithstanding that any Person whose signature appears on any B/A may no longer be an authorized signatory for any of the Multicurrency Revolving Lenders or such Canadian Borrower at the date of issuance of such B/A, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance and any such B/A so signed shall be binding on such Canadian Borrower.
(f) Upon acceptance of a B/A by a Multicurrency Revolving Lender, such Multicurrency Revolving Lender shall purchase, or arrange the purchase of, such B/A from the applicable Canadian Borrower at the Discount Rate for such Multicurrency Revolving Lender applicable to such B/A accepted by it and provide to the Canadian Agent the Discount Proceeds for the account of such Canadian Borrower as provided in Section 2.02. The acceptance fee payable by the applicable Canadian Borrower to a Multicurrency Revolving Lender under Section 2.09 in respect of each B/A accepted by such Multicurrency Revolving Lender shall be set off against the Discount Proceeds payable by such Multicurrency Revolving Lender under this paragraph. Notwithstanding the foregoing, in the case of any B/A Drawing resulting from the conversion or continuation of a B/A Drawing or Multicurrency Revolving Loan pursuant to Section 2.02, the net amount that would otherwise be payable to such Canadian Borrower by each Lender pursuant to this paragraph will be applied as provided in Section 2.02(f).
(g) Each Multicurrency Revolving Lender may at any time and from time to time hold, sell, rediscount or otherwise dispose of any or all B/A’s accepted and purchased by it.
(h) Each B/A accepted and purchased hereunder shall mature at the end of the Contract Period applicable thereto.
(i) Each Canadian Borrower waives presentment for payment and any other defense to payment of any amounts due to a Multicurrency Revolving Lender in respect of a B/A accepted and purchased by it pursuant to this Credit Agreement which might exist solely by reason of such B/A being held, at the maturity thereof, by such Multicurrency Revolving Lender in its own right and each Canadian Borrower agrees not to claim any days of grace if such Multicurrency Revolving Lender as holder sues each Canadian Borrower on the B/A for payment of the amounts payable by such Canadian Borrower thereunder. On the specified maturity date of a B/A, or such earlier date as may be required pursuant to the provisions of this Credit Agreement, each Canadian Borrower shall pay the Multicurrency Revolving Lender that has accepted and purchased such B/A the full face amount of such B/A, and after such payment such Canadian Borrower shall have no further liability in respect of such B/A and such Multicurrency Revolving Lender shall be entitled to all benefits of, and be responsible for all payments due to third parties under, such B/A.
(j) At the option of each Canadian Borrower and any Multicurrency Revolving Lender, B/As under this Credit Agreement to be accepted by such Multicurrency Revolving Lender may be issued in the form of depository bills for deposit with The Canadian Depository for Securities Limited pursuant to the Depository Bills and Notes Act (Canada). All depository bills so issued shall be governed by the provisions of this Section 2.15.
(k) If a Multicurrency Revolving Lender is not a chartered bank under the Bank Act (Canada) or if a Multicurrency Revolving Lender notifies the Canadian Agent in writing that it is otherwise unable to accept B/As, such Multicurrency Revolving Lender will, instead of accepting and purchasing B/As, make a Loan (a “B/A Equivalent Loan”) to the applicable Canadian Borrower in the amount and for the same term as the draft which such Multicurrency Revolving Lender would otherwise have been required to accept and purchase hereunder. Each such Multicurrency Revolving Lender will provide to the Canadian Agent the Discount Proceeds of such B/A Equivalent Loan for the account of the applicable Canadian Borrower in the same manner as such Multicurrency Revolving Lender would have provided the Discount Proceeds in respect of the draft which such Multicurrency Revolving Lender would otherwise have been required to accept and purchase hereunder. Each such B/A Equivalent Loan will bear interest at the same rate which would result if such Multicurrency Revolving Lender had accepted (and been paid an acceptance fee) and purchased (on a discounted basis) a B/A for the relevant Contract Period (it being the intention of the parties that each such B/A Equivalent Loan shall have the same economic consequences for the Multicurrency Revolving Lenders and the applicable Canadian Borrower as the B/A which such B/A Equivalent Loan replaces). All such interest shall be paid in advance on the date such B/A Equivalent Loan is made, and will be deducted from the principal amount of such B/A Equivalent Loan in the same manner in which the Discount Proceeds of a B/A would be deducted from the face amount of the B/A. Subject to the repayment requirements of this Credit Agreement, on the last day of the relevant Contract Period for such B/A Equivalent Loan, the applicable Canadian Borrower shall be entitled to convert each such B/A Equivalent Loan into another type of Multicurrency Revolving Loan, or to roll over each such B/A Equivalent Loan into another B/A Equivalent Loan, all in accordance with the applicable provisions of this Credit Agreement.in
Appears in 1 contract
Samples: Credit Agreement (CCE Spinco, Inc.)
Canadian Bankers’ Acceptances. (a) Each acceptance and purchase of B/As BAs of a single Contract Period pursuant to Section 2.01 or 2.02 2.01(b) and this Section shall be made ratably by the Multicurrency Revolving Tranche B Lenders in accordance with the amounts of their Multicurrency Revolving Commitment PercentageTranche B Commitments. The failure of any Multicurrency Revolving Lender to accept any B/A BA required to be accepted by it shall not relieve any other Multicurrency Revolving Lender of its obligations hereunder; provided that the Multicurrency Revolving Commitments are several and no Multicurrency Revolving Lender shall be responsible for any other Multicurrency Revolving Lender’s 's failure to accept B/As BAs as required. Each Lender at its option may accept and purchase any BA by causing any Canadian lending office or Affiliate of such Lender to accept and purchase such BA.
(b) The B/As BAs of a single Contract Period accepted and purchased on any date shall be in an aggregate amount that is an integral multiple of C$1.0 million Cdn.$1,000,000 and not less than C$5.0 million. The face amount of each B/A shall be C$100,000 or any whole multiple thereofCdn.$3,000,000. If any Multicurrency Revolving Lender’s 's ratable share of the B/As BAs of any Contract Period to be accepted on any date would not be an integral multiple of C$100,000Cdn.$100,000, the face amount of the B/As BAs accepted by such Multicurrency Revolving Lender may be increased or reduced to the nearest integral multiple of C$100,000 Cdn.$100,000 by the Canadian Agent in its sole discretion. B/As BAs of more than one Contract Period may be outstanding at the same time; provided that there shall not at any time be more than a total of five (5) B/A ten BA Drawings outstandingoutstanding at any time.
(c) To request an acceptance and purchase of B/AsBAs, a Canadian Borrower Borrowing Subsidiary shall notify the Canadian Agent of such request by telephone or by telecopy not later than 10:00 11:00 a.m., Local Time, one two Business Day Days before the date of such acceptance and purchase. Each such Loan Notice request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery or telecopy to the Canadian Agent of a written request in a form approved by the Canadian Agent and signed by such Canadian BorrowerBorrowing Subsidiary. Each such Loan Notice telephonic and written request shall specify the following information:
(i) the aggregate face amount of the B/As BAs to be accepted and purchased;
(ii) the date of such acceptance and purchase, which shall be a Business Day;
(iii) the Contract Period to be applicable thereto, which shall be a period contemplated by the definition of the term “"Contract Period” " (and which shall in no event end after the Revolving Termination Maturity Date); and
(iv) the location and number of the applicable Canadian Borrower’s Borrowing Subsidiary's account to which any funds the proceeds of such BAs are to be disbursed, which shall comply with the requirements of Section 2.02. If no Contract Period is specified with respect to any requested Any request for an acceptance and purchase of B/As, then BAs that shall fail to specify any of the information required by the preceding provisions of this paragraph may be rejected by the Canadian Agent if such failure is not corrected promptly after the Canadian Agent shall give written or telephonic notice thereof to the applicable Borrower shall and, if so rejected, will be deemed to have selected a Contract Period of 30 days’ durationno force or effect. Promptly following receipt of a Loan Notice request in accordance with this paragraph, the Canadian Agent shall advise each Multicurrency Revolving Tranche B Lender of the details thereof and of the amount of B/As BAs to be accepted and purchased by such Multicurrency Revolving Lender.
(d) Each Canadian Borrower Borrowing Subsidiary hereby appoints each Multicurrency Revolving Tranche B Lender as its attorney to sign and endorse on its behalf, manually or by facsimile or mechanical signature, as and when deemed necessary by such Multicurrency Revolving Lender, blank forms of B/AsBAs, each Tranche B Lender hereby agreeing that it will not sign or endorse BAs in excess of those required in connection with BA Drawings that have been requested by the Canadian Borrowing Subsidiaries hereunder. It shall be the responsibility of each Multicurrency Revolving Tranche B Lender to maintain an adequate supply of blank forms of B/As BAs for acceptance under this Credit Agreement. Each Canadian Borrower Borrowing Subsidiary recognizes and agrees that all B/As BAs signed and/or endorsed on its behalf by any Multicurrency Revolving Tranche B Lender in accordance with such Canadian Borrowing Subsidiary's written request shall bind such Canadian Borrower Borrowing Subsidiary as fully and effectually as if manually signed and duly issued by authorized officers of such Canadian BorrowerBorrowing Subsidiary. Each Multicurrency Revolving Tranche B Lender is hereby authorized to issue such B/As BAs endorsed in blank in such face amounts as may be determined by such Multicurrency Revolving Lender; provided that the aggregate face amount thereof is equal to the aggregate face amount of B/As BAs required to be accepted by such Multicurrency Revolving LenderLender in accordance with such Canadian Borrowing Subsidiary's written request. No Multicurrency Revolving Tranche B Lender shall be liable for any damage, loss or claim arising by reason of any loss or improper use of any such instrument unless such loss or improper use results from the gross negligence or willful misconduct of such Multicurrency Revolving Lender. Each Multicurrency Revolving Tranche B Lender shall maintain a record with respect to B/As BAs (i) received by it from the Canadian Agent in blank hereunder, (ii) voided by it for any reason, (iii) accepted and purchased by it hereunder and (iv) canceled at their respective maturities. Each Multicurrency Revolving Tranche B Lender further agrees to retain such records in the manner and for the periods provided in applicable provincial or Federal federal statutes and regulations of Canada and to provide such records to each Canadian Borrower Borrowing Subsidiary upon its request and at its expense. Upon request by any Canadian BorrowerBorrowing Subsidiary, a Multicurrency Revolving Lender shall cancel all forms of B/A BA that have been pre-signed or pre-endorsed on behalf of such Canadian Borrower Borrowing Subsidiary and that are held by such Multicurrency Revolving Lender and are not required to be issued pursuant to this Credit Agreement.
(e) Drafts of each Canadian Borrower Borrowing Subsidiary to be accepted as B/As BAs hereunder shall be signed as set forth in paragraph (d) above. Notwithstanding that any Person whose signature appears on any B/A BA may no longer be an authorized signatory for any of the Multicurrency Revolving Lenders or such Canadian Borrower Borrowing Subsidiary at the date of issuance of such B/ABA, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance and any such B/A BA so signed and properly completed shall be binding on such Canadian BorrowerBorrowing Subsidiary.
(f) Upon acceptance of a B/A BA by a Multicurrency Revolving Lender, such Multicurrency Revolving Lender shall purchase, or arrange the purchase of, such B/A BA from the applicable Canadian Borrower Borrowing Subsidiary at the Discount Rate for such Multicurrency Revolving Lender applicable to such B/A BA accepted by it and provide to the Canadian Agent the Discount Proceeds for the account of such Canadian Borrower Borrowing Subsidiary as provided in Section 2.022.07. The acceptance fee payable by the applicable Canadian Borrower Borrowing Subsidiary to a Multicurrency Revolving Lender under Section 2.09 2.12 in respect of each B/A BA accepted by such Multicurrency Revolving Lender shall be set off against the Discount Proceeds payable by such Multicurrency Revolving Lender under this paragraph. Notwithstanding the foregoing, in the case of any B/A BA Drawing resulting from the conversion or continuation of a B/A BA Drawing or Multicurrency Revolving Loan Borrowing pursuant to Section 2.022.08, the net amount that would otherwise be payable to such Canadian Borrower by each Lender pursuant to this paragraph will be applied as provided in Section 2.02(f2.08(f).
(g) Each Multicurrency Revolving Tranche B Lender may at any time and from time to time hold, sell, rediscount or otherwise dispose of any or all B/A’s BA's accepted and purchased by itit (it being understood that no such sale, rediscount or disposition shall constitute an assignment or participation of any Commitment hereunder).
(h) Each B/A BA accepted and purchased hereunder shall mature at the end of the Contract Period applicable thereto.
(i) Each Subject to applicable law, each Canadian Borrower Borrowing Subsidiary waives presentment for payment and any other defense to payment of any amounts due to a Multicurrency Revolving Tranche B Lender in respect of a B/A BA accepted and purchased by it pursuant to this Credit Agreement which that might exist solely by reason of such B/A BA being held, at the maturity thereof, by such Multicurrency Revolving Lender in its own right right, and each Canadian Borrower Borrowing Subsidiary agrees not to claim any days of grace if such Multicurrency Revolving Lender as holder sues each such Canadian Borrower Borrowing Subsidiary on the B/A BA for payment of the amounts payable by such Canadian Borrower Borrowing Subsidiary thereunder. On the specified maturity date last day of the Contract Period of a B/ABA, or such earlier date as may be required pursuant to the provisions of this Credit Agreement, each the applicable Canadian Borrower Borrowing Subsidiary shall pay the Multicurrency Revolving Lender that has accepted and purchased such B/A BA the full face amount of such B/ABA, and after such payment such Canadian Borrower Borrowing Subsidiary shall have no further liability in respect of such B/A BA and such Multicurrency Revolving Lender shall be entitled to all benefits of, and be responsible for all payments due to third parties under, such B/A.BA.
(j) At the option of each Canadian Borrower Borrowing Subsidiary and any Multicurrency Revolving Lender, B/As BAs under this Credit Agreement to be accepted by such Multicurrency Revolving that Lender may be issued in the form of depository bills for deposit with The Canadian Depository for Securities Limited pursuant to the Depository Bills and Notes Act (Canada). All depository bills so issued shall be governed by the provisions of this Section 2.15Section.
(k) If a Multicurrency Revolving Tranche B Lender is not a chartered bank under the Bank Act (Canada) or if a Multicurrency Revolving Tranche B Lender notifies the Canadian Agent in writing that it is otherwise unable to accept B/AsBAs, such Multicurrency Revolving Lender will, instead of accepting and purchasing B/Asany BAs, make a Loan (a “B/A "BA Equivalent Loan”") to the applicable Canadian Borrower Borrowing Subsidiary in the amount and for the same term as the each draft which such Multicurrency Revolving Lender would otherwise have been required to accept and purchase hereunder. Each such Multicurrency Revolving Lender will provide to the Canadian Agent the Discount Proceeds of such B/A BA Equivalent Loan for the account of the applicable Canadian Borrower Borrowing Subsidiary in the same manner as such Multicurrency Revolving Lender would have provided the Discount Proceeds in respect of the draft which such Multicurrency Revolving Lender would otherwise have been required to accept and purchase hereunder. Each such B/A BA Equivalent Loan will bear interest at the same rate which that would result if such Multicurrency Revolving Lender had accepted (and been paid an acceptance fee) and purchased (on a discounted basis) a B/A BA for the relevant Contract Period (it being the intention of the parties that each such B/A BA Equivalent Loan shall have the same economic consequences for the Multicurrency Revolving Lenders and the applicable Canadian Borrower Borrowing Subsidiary as the B/A which BA that such B/A BA Equivalent Loan replaces). All such interest shall be paid in advance on the date such B/A BA Equivalent Loan is made, and will be deducted from the principal amount of such B/A BA Equivalent Loan in the same manner in which the Discount Proceeds of a B/A BA would be deducted from the face amount of the B/A. BA. Subject to the repayment requirements of this Credit Agreement, on the last day of the relevant Contract Period for such B/A BA Equivalent Loan, the applicable Canadian Borrower Borrowing Subsidiary shall be entitled to convert each such B/A BA Equivalent Loan into another type of Multicurrency Revolving Loan, or to roll over each such B/A BA Equivalent Loan into another B/A BA Equivalent Loan, all in accordance with the applicable provisions of this Credit Agreement.
(l) Notwithstanding any provision hereof, the Borrowers may not prepay any BA Drawing other than on the last day of its Contract Period.
(m) For greater certainty, all provisions of this Agreement that are applicable to BAs shall also be applicable, mutatis mutandis, to BA Equivalent Loans.
Appears in 1 contract
Samples: Credit Agreement (Amdocs LTD)
Canadian Bankers’ Acceptances. (a) Each acceptance and purchase of B/As of a single Contract Period pursuant to Section 2.01 2.01(b) or 2.02 Section 2.08 shall be made ratably by the Multicurrency Revolving Canadian Tranche Lenders in accordance with the amounts of their Multicurrency Revolving Commitment PercentageCanadian Tranche Commitments. The failure of any Multicurrency Revolving Canadian Tranche Lender to accept any B/A required to be accepted by it shall not relieve any other Multicurrency Revolving Canadian Tranche Lender of its obligations hereunder; provided that the Multicurrency Revolving Canadian Tranche Commitments are several and no Multicurrency Revolving Canadian Tranche Lender shall be responsible for any other Multicurrency Revolving Canadian Tranche Lender’s failure to accept B/As as requiredrequired hereunder.
(b) The B/As of a single Contract Period accepted and purchased on any date shall be in an aggregate amount that is an integral multiple of C$1.0 million 1,000,000 and not less than C$5.0 million1,000,000. The face amount of each B/A shall be C$100,000 or any whole multiple thereof. If any Multicurrency Revolving Canadian Tranche Lender’s ratable share of the B/As of any Contract Period to be accepted on any date would not be an integral multiple of C$100,000, the face amount of the B/As accepted by such Multicurrency Revolving Lender may be increased or reduced to the nearest integral multiple of C$100,000 by the Canadian Administrative Agent in its sole discretion. B/As of more than one Contract Period may be outstanding at the same time; provided that there shall not at any time be more than a total of five (5) B/A Drawings outstanding.
(c) To request an acceptance and purchase of B/As, a the Canadian Borrower shall notify the Canadian Administrative Agent of such request by telephone or by telecopy facsimile not later than 10:00 a.m., Local Time, one Business Day before the date of such acceptance and purchase. Each such Loan Notice request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery or telecopy facsimile to the Canadian Administrative Agent of a written request in a form approved by the Canadian Administrative Agent and signed by such the Canadian Borrower. Each such Loan Notice telephonic and written request shall specify the following information:
(i) the aggregate face amount of the B/As to be accepted and purchased;
(ii) the date of such acceptance and purchase, which shall be a Business Day;
(iii) the Contract Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Contract Period” (and which shall in no event end after the applicable Revolving Termination Facility Maturity Date); and
(iv) the location and number of the applicable Canadian Borrower’s account to which any funds are to be disbursed, which shall comply with the requirements of Section 2.022.07. If no Contract Period is specified with respect to any requested acceptance and purchase of B/As, then the Canadian Borrower shall be deemed to have selected a Contract Period of 30 days’ duration. Promptly following receipt of a Loan Notice request in accordance with this paragraph, the Canadian Administrative Agent shall advise each Multicurrency Revolving Canadian Tranche Lender of the details thereof and of the amount of B/As to be accepted and purchased by such Multicurrency Revolving Lender.
(d) Each The Canadian Borrower hereby appoints each Multicurrency Revolving Canadian Tranche Lender as its attorney to sign and endorse on its behalf, manually or by facsimile or mechanical signature, as and when deemed necessary by such Multicurrency Revolving Lender, blank forms of B/As. It shall be the responsibility of each Multicurrency Revolving Canadian Tranche Lender to maintain an adequate supply of blank forms of B/As for acceptance under this Credit Agreement. Each The Canadian Borrower recognizes and agrees that all B/As signed and/or endorsed on its behalf by any Multicurrency Revolving Canadian Tranche Lender shall bind such the Canadian Borrower as fully and effectually as if manually signed and duly issued by authorized officers of such the Canadian Borrower. Each Multicurrency Revolving Canadian Tranche Lender is hereby authorized to issue such B/As endorsed in blank in such face amounts as may be determined by such Multicurrency Revolving LenderLender to comply with any request of the Canadian Borrower hereunder; provided that the aggregate face amount thereof is equal to the aggregate face amount of B/As required to be accepted by such Multicurrency Revolving Lender. No Multicurrency Revolving Canadian Tranche Lender shall be liable for any damage, loss or claim arising by reason of any loss or improper use of any such instrument unless such loss or improper use results from the gross negligence or willful misconduct of such Multicurrency Revolving Lender. Each Multicurrency Revolving Canadian Tranche Lender shall maintain a record with respect to B/As (i) received by it from the Canadian Administrative Agent in blank hereunder, (ii) voided by it for any reason, (iii) accepted and purchased by it hereunder and (iv) canceled at their respective maturities. Each Multicurrency Revolving Lender further agrees to retain such records in the manner and for the periods provided in applicable provincial or Federal statutes and regulations of Canada and to provide such records to each Canadian Borrower upon its request and at its expense. Upon request by any the Canadian Borrower, a Multicurrency Revolving Lender shall cancel all forms of B/A that have been pre-signed or pre-endorsed on behalf of such the Canadian Borrower and that are held by such Multicurrency Revolving Lender and are not required to be issued pursuant to this Credit Agreement.
(e) Drafts of each the Canadian Borrower to be accepted as B/As hereunder shall be signed as set forth in paragraph (d) above. Notwithstanding that any Person person whose signature appears on any B/A may no longer be an authorized signatory for any of the Multicurrency Revolving Lenders or such the Canadian Borrower at the date of issuance of such B/A, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance and any such B/A so signed shall be binding on such the Canadian Borrower.
(f) Upon acceptance of a B/A by a Multicurrency Revolving Lender, such Multicurrency Revolving Lender shall purchase, or arrange the purchase of, such B/A from the applicable Canadian Borrower at the Discount B/A Rate for such Multicurrency Revolving Lender applicable to such B/A accepted by it and provide to the Canadian Administrative Agent the Discount Proceeds (net of applicable acceptance fees) for the account of such the Canadian Borrower as provided in Section 2.022.07. The acceptance fee payable by the applicable Canadian Borrower to a Multicurrency Revolving Lender under Section 2.09 2.13(c) in respect of each B/A accepted by such Multicurrency Revolving Lender shall be set off against the Discount Proceeds payable by such Multicurrency Revolving Lender under this paragraph. Notwithstanding the foregoing, in the case of any B/A Drawing resulting from the conversion or continuation of a B/A Drawing or Multicurrency Canadian Tranche Revolving Facility Loan pursuant to Section 2.022.08, the net amount that would otherwise be payable to such the Canadian Borrower by each Lender pursuant to this paragraph will be applied as provided in Section 2.02(f2.08(f).
(g) Each Multicurrency Revolving Lender may at any time and from time to time hold, sell, rediscount or otherwise dispose of any or all B/A’s accepted and purchased by itit hereunder.
(h) Each B/A accepted and purchased hereunder shall mature at the end of the Contract Period applicable thereto.
(i) Each The Canadian Borrower waives presentment for payment and any other defense to payment of any amounts due to a Multicurrency Revolving Lender in respect of a B/A accepted and purchased by it pursuant to this Credit Agreement which that might exist solely by reason of such B/A being held, at the maturity thereof, by such Multicurrency Revolving Lender in its own right and each the Canadian Borrower agrees not to claim any days of grace if such Multicurrency Revolving Lender as holder sues each the Canadian Borrower on the B/A for payment of the amounts payable by such the Canadian Borrower thereunder. On the specified maturity date of a B/A, or such earlier date as may be required pursuant to the provisions of this Credit Agreement, each the Canadian Borrower shall pay the Multicurrency Revolving Lender that has accepted and purchased such B/A the full face amount of such B/A, and after such payment such the Canadian Borrower shall have no further liability in respect of such B/A and such Multicurrency Revolving Lender shall be entitled to all benefits of, and be responsible for all payments due to third parties under, such B/A.
(j) At the option of each the Canadian Borrower and any Multicurrency Revolving Lender, B/As under this Credit Agreement to be accepted by such Multicurrency Revolving that Lender may be issued in the form of depository bills for deposit with The Canadian Depository for Securities Limited pursuant to the Depository Bills and Notes Act (Canada)) or bills of exchange pursuant to the Bills of Exchange Act. All depository bills so issued and all bills of exchange shall be governed by the provisions of this Section 2.15.
(k) 2.06. If a Multicurrency Revolving Canadian Tranche Lender is not a chartered bank under the Bank Act (Canada) or if a Multicurrency Revolving Canadian Tranche Lender notifies the Canadian Administrative Agent in writing that it is otherwise unable to accept B/As, such Multicurrency Revolving Canadian Tranche Lender will, instead of accepting and purchasing B/As, make a Loan (a “B/A Equivalent Loan”) to the applicable Canadian Borrower in the amount and for the same term as the draft which that such Multicurrency Revolving Canadian Tranche Lender would otherwise have been required to accept and purchase hereunder. Each such Multicurrency Revolving Canadian Tranche Lender will provide to the Canadian Administrative Agent the Discount Proceeds of such B/A Equivalent Loan for the account of the applicable Canadian Borrower in the same manner as such Multicurrency Revolving Canadian Tranche Lender would have provided the Discount Proceeds in respect of the draft which that such Multicurrency Revolving Canadian Tranche Lender would otherwise have been required to accept and purchase hereunder. Each such B/A Equivalent Loan will bear interest at the same rate which that would result if such Multicurrency Revolving Canadian Tranche Lender had accepted (and been paid an acceptance fee) and purchased (on a discounted basis) a B/A for the relevant Contract Period (it being the intention of the parties that each such B/A Equivalent Loan shall have the same economic consequences for the Multicurrency Revolving Lenders and the applicable Canadian Borrower as the B/A which that such B/A Equivalent Loan replaces). All such interest shall be paid in advance on the date such B/A Equivalent Loan is made, and will be deducted from the principal amount of such B/A Equivalent Loan in the same amount and manner in which the deduction based on the Discount Proceeds B/A Rate and the applicable acceptance fee of a B/A would be deducted from the face amount of the B/A. Subject to the repayment requirements of this Credit Agreement, on the last day of the relevant Contract Period for such B/A Equivalent Loan, the applicable Canadian Borrower shall be entitled to convert each such B/A Equivalent Loan into another type of Multicurrency Revolving Loan, or to roll over each such B/A Equivalent Loan into another B/A Equivalent Loan, all in accordance with the applicable provisions of this Credit Agreement.
(k) All B/As outstanding under the Existing Credit Agreement on the Extension Effective Date shall remain outstanding hereunder on the terms set forth herein, except as otherwise provided herein.
Appears in 1 contract
Samples: Incremental Assumption Agreement (Momentive Specialty Chemicals Inc.)
Canadian Bankers’ Acceptances. (a) Each acceptance and purchase of B/As of a single Contract Period pursuant to Section 2.01 or 2.02 2.01(a) and this Section shall be made ratably by the Multicurrency Revolving Tranche One Lenders in accordance with the amounts of their Multicurrency Revolving Commitment PercentageTranche One Commitments. The failure of any Multicurrency Revolving Lender to accept any B/A required to be accepted by it shall not relieve any other Multicurrency Revolving Lender of its obligations hereunder; provided that the Multicurrency Revolving Commitments are several and no Multicurrency Revolving Lender shall be responsible for any other Multicurrency Revolving Lender’s failure to accept B/As as required.. Each Lender at its option may accept and purchase any B/A by causing any Canadian lending office or Affiliate of such Lender to accept and purchase such B/A.
(b) The B/As of a single Contract Period accepted and purchased on any date shall be in an aggregate amount that is an integral multiple of C$1.0 million Cdn.$1,000,000 and not less than C$5.0 million. The face amount of each B/A shall be C$100,000 or any whole multiple thereofCdn.$5,000,000. If any Multicurrency Revolving Lender’s ratable share of the B/As of any Contract Period to be accepted on any date would not be an integral multiple of C$100,000Cdn.$100,000, the face amount of the B/As accepted by such Multicurrency Revolving Lender may be increased or reduced to the nearest integral multiple of C$100,000 Cdn.$100,000 by the Canadian Agent Administrative Agent, acting through its Toronto branch, in its sole discretion. B/As of more than one Contract Period may be outstanding at the same time; provided that there shall not at any time be more than a total of five (5) 10 B/A Drawings outstandingoutstanding at any time.
(c) To request an acceptance and purchase of B/As, a Canadian Borrower Borrowing Subsidiary shall notify submit to the Canadian Administrative Agent, acting through its Toronto branch, by fax or email (in .pdf or .tif format), a written request in a form approved by the Administrative Agent and signed by a Financial Officer of such request by telephone or by telecopy Canadian Borrowing Subsidiary, not later than 10:00 a.m.1:00 p.m., Local Time, one two Business Day Days before the date of such acceptance and purchase. Each such Loan Notice request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery or telecopy to the Canadian Agent of a written request in a form approved by the Canadian Agent and signed by such Canadian Borrower. Each such Loan Notice shall specify the following information:
(i) the aggregate face amount of the B/As to be accepted and purchased;
(ii) the date of such acceptance and purchase, which shall be a Business Day;
(iii) the Contract Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Contract Period” (and which shall in no event end after the Revolving Termination Maturity Date); and
(iv) the location and number of the applicable Canadian BorrowerBorrowing Subsidiary’s account to which any funds the proceeds of such B/As are to be disbursed, which shall comply with the requirements of Section 2.02. If no Contract Period is specified with respect to any requested Any request for an acceptance and purchase of B/AsAs that shall fail to specify any of the information required by the preceding provisions of this paragraph may be rejected by the Administrative Agent if such failure is not corrected promptly after the Administrative Agent shall give written or telephonic notice thereof to the applicable Borrower and, then the Canadian Borrower shall if so rejected, will be deemed to have selected a Contract Period of 30 days’ durationno force or effect. Promptly following receipt of a Loan Notice request in accordance with this paragraph, the Canadian Administrative Agent shall advise each Multicurrency Revolving Tranche One Lender of the details thereof and of the amount of B/As to be accepted and purchased by such Multicurrency Revolving Lender.
(d) Each Canadian Borrower Borrowing Subsidiary hereby appoints each Multicurrency Revolving Tranche One Lender as its attorney to sign and endorse on its behalf, manually or by facsimile or mechanical signature, as and when deemed necessary by such Multicurrency Revolving Lender, blank forms of B/As, each Tranche One Lender hereby agreeing that it will not sign or endorse B/As in excess of those required in connection with B/A Drawings that have been requested by the Canadian Borrowing Subsidiaries hereunder. It shall be the responsibility of each Multicurrency Revolving Tranche One Lender to maintain an adequate supply of blank forms of B/As for acceptance under this Credit Agreement. Each Canadian Borrower Borrowing Subsidiary recognizes and agrees that all B/As signed and/or endorsed on its behalf by any Multicurrency Revolving Tranche One Lender in accordance with such Canadian Borrowing Subsidiary’s written request shall bind such Canadian Borrower Borrowing Subsidiary as fully and effectually as if manually signed and duly issued by authorized officers of such Canadian BorrowerBorrowing Subsidiary. Each Multicurrency Revolving Tranche One Lender is hereby authorized to issue such B/As endorsed in blank in such face amounts as may be determined by such Multicurrency Revolving Lender; provided that the aggregate face amount thereof is equal to the aggregate face amount of B/As required to be accepted by such Multicurrency Revolving LenderLender in accordance with such Canadian Borrowing Subsidiary’s written request. No Multicurrency Revolving Tranche One Lender shall be liable for any damage, loss or claim arising by reason of any loss or improper use of any such instrument unless such loss or improper use results from the bad faith, gross negligence or willful wilful misconduct of such Multicurrency Revolving Lender. Each Multicurrency Revolving Tranche One Lender shall maintain a record with respect to B/As (i) received by it from the Canadian Administrative Agent in blank hereunder, (ii) voided by it for any reason, (iii) accepted and purchased by it hereunder and (iv) canceled at their respective maturities. Each Multicurrency Revolving Tranche One Lender further agrees to retain such records in the manner and for the periods provided in applicable provincial or Federal federal statutes and regulations of Canada and to provide such records to each Canadian Borrower Borrowing Subsidiary upon its request and at its expense. Upon request by any Canadian BorrowerBorrowing Subsidiary, a Multicurrency Revolving Lender shall cancel all forms of B/A that have been pre-signed or pre-endorsed on behalf of such Canadian Borrower Borrowing Subsidiary and that are held by such Multicurrency Revolving Lender and are not required to be issued pursuant to this Credit Agreement.
(e) Drafts of each Canadian Borrower Borrowing Subsidiary to be accepted as B/As hereunder shall be signed as set forth in paragraph (d) above. Notwithstanding that any Person whose signature appears on any B/A may no longer be an authorized signatory for any of the Multicurrency Revolving Lenders or such Canadian Borrower Borrowing Subsidiary at the date of issuance of such B/A, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance and any such B/A so signed and properly completed shall be binding on such Canadian BorrowerBorrowing Subsidiary.
(f) Upon acceptance of a B/A by a Multicurrency Revolving Tranche One Lender, such Multicurrency Revolving Lender shall purchase, or arrange the purchase of, such B/A from the applicable Canadian Borrower Borrowing Subsidiary at the Discount Rate for such Multicurrency Revolving Lender applicable to such B/A accepted by it and provide to the Canadian Administrative Agent the Discount Proceeds for the account of such Canadian Borrower Borrowing Subsidiary as provided in Section 2.022.07. The acceptance fee payable by the applicable Canadian Borrower Borrowing Subsidiary to a Multicurrency Revolving Lender under Section 2.09 2.12 in respect of each B/A accepted by such Multicurrency Revolving Lender shall be set off against the Discount Proceeds payable by such Multicurrency Revolving Lender under this paragraph. Notwithstanding the foregoing, in the case of any B/A Drawing resulting from the conversion or continuation of a B/A Drawing or Multicurrency Revolving Loan Borrowing pursuant to Section 2.022.08, the net amount that would otherwise be payable to such Canadian Borrower by each Lender pursuant to this paragraph will be applied as provided in Section 2.02(f2.08(f).
(g) Each Multicurrency Revolving Tranche One Lender may at any time and from time to time hold, sell, rediscount or otherwise dispose of any or all B/A’s As accepted and purchased by itit (it being understood that no such sale, rediscount or disposition shall constitute an assignment or participation of any Commitment hereunder).
(h) Each B/A accepted and purchased hereunder shall mature at the end of the Contract Period applicable thereto.
(i) Each Subject to applicable law, each Canadian Borrower Borrowing Subsidiary waives presentment for payment and any other defense to payment of any amounts due to a Multicurrency Revolving Tranche One Lender in respect of a B/A accepted and purchased by it pursuant to this Credit Agreement which that might exist solely by reason of such B/A being held, at the maturity thereof, by such Multicurrency Revolving Lender in its own right right, and each Canadian Borrower Borrowing Subsidiary agrees not to claim any days of grace if such Multicurrency Revolving Lender as holder sues each such Canadian Borrower Borrowing Subsidiary on the B/A for payment of the amounts payable by such Canadian Borrower Borrowing Subsidiary thereunder. On the specified maturity date last day of the Contract Period of a B/A, or such earlier date as may be required pursuant to the provisions of this Credit Agreement, each the applicable Canadian Borrower Borrowing Subsidiary shall pay the Multicurrency Revolving Lender that has accepted and purchased such B/A the full face amount of such B/A, and after such payment such Canadian Borrower Borrowing Subsidiary shall have no further liability in respect of such B/A and such Multicurrency Revolving Lender shall be entitled to all benefits of, and be responsible for all payments due to third parties under, such B/A.
(j) At the option of each Canadian Borrower Borrowing Subsidiary and any Multicurrency Revolving Lender, B/As under this Credit Agreement to be accepted by such Multicurrency Revolving that Lender may be issued in the form of depository bills for deposit with The Canadian Depository for Securities Limited pursuant to the Depository Bills and Notes Act (Canada). All depository bills so issued shall be governed by the provisions of this Section 2.15Section.
(k) If a Multicurrency Revolving Tranche One Lender is not a chartered bank under the Bank Act (Canada) or if a Multicurrency Revolving Tranche One Lender notifies the Canadian Administrative Agent in writing that it is otherwise unable to accept B/As, such Multicurrency Revolving Lender will, instead of accepting and purchasing any B/As, make a Loan (a “B/A Equivalent Loan”) to the applicable Canadian Borrower Borrowing Subsidiary in the amount and for the same term as the each draft which such Multicurrency Revolving Lender would otherwise have been required to accept and purchase hereunder. Each such Multicurrency Revolving Lender will provide to the Canadian Administrative Agent the Discount Proceeds of such B/A Equivalent Loan for the account of the applicable Canadian Borrower Borrowing Subsidiary in the same manner as such Multicurrency Revolving Lender would have provided the Discount Proceeds in respect of the draft which such Multicurrency Revolving Lender would otherwise have been required to accept and purchase hereunder. Each such B/A Equivalent Loan will bear interest at the same rate which that would result if such Multicurrency Revolving Lender had accepted (and been paid an acceptance fee) and purchased (on a discounted basis) a B/A for the relevant Contract Period (it being the intention of the parties that each such B/A Equivalent Loan shall have the same economic consequences for the Multicurrency Revolving Lenders and the applicable Canadian Borrower Borrowing Subsidiary as the B/A which that such B/A Equivalent Loan replaces). All such interest shall be paid in advance on the date such B/A Equivalent Loan is made, and will be deducted from the principal amount of such B/A Equivalent Loan in the same manner in which the Discount Proceeds of a B/A would be deducted from the face amount of the B/A. Subject to the repayment requirements of this Credit Agreement, on the last day of the relevant Contract Period for such B/A Equivalent Loan, the applicable Canadian Borrower Borrowing Subsidiary shall be entitled to convert each such B/A Equivalent Loan into another type of Multicurrency Revolving Loan, or to roll over each such B/A Equivalent Loan into another B/A Equivalent Loan, all in accordance with the applicable provisions of this Credit Agreement.
(l) For greater certainty, all provisions of this Agreement that are applicable to B/As shall also be applicable, mutatis mutandis, to B/A Equivalent Loans.
Appears in 1 contract
Canadian Bankers’ Acceptances. (a) Each acceptance and purchase of B/As of a single Contract Period pursuant to Section 2.01 or 2.02 shall be made ratably by the Multicurrency Revolving Lenders in accordance with their Multicurrency Revolving Commitment Percentage. The failure of any Multicurrency Revolving Lender to accept any B/A required to be accepted by it shall not relieve any other Multicurrency Revolving Lender of its obligations hereunder; provided that the Multicurrency Revolving Commitments are several and no Multicurrency Revolving Lender shall be responsible for any other Multicurrency Revolving Lender’s failure to accept B/As as required.
(b) The B/As of a single Contract Period accepted and purchased on any date shall be in an aggregate amount that is an integral multiple of C$1.0 million and not less than C$5.0 million. The face amount of each B/A shall be C$100,000 or any whole multiple thereof. If any Multicurrency Revolving Lender’s ratable share of the B/As of any Contract Period to be accepted on any date would not be an integral multiple of C$100,000, the face amount of the B/As accepted by such Multicurrency Revolving Lender may be increased or reduced to the nearest integral multiple of C$100,000 by the Canadian Agent in its sole discretion. B/As of more than one Contract Period may be outstanding at the same time; provided that there shall not at any time be more than a total of five (5) B/A Drawings outstanding.
(c) To request an acceptance and purchase of B/As, a Canadian Borrower shall notify the Canadian Agent of such request by telephone or by telecopy not later than 10:00 a.m., Local Time, one Business Day before the date of such acceptance and purchase. Each such Loan Notice shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery or telecopy to the Canadian Agent of a written request in a form approved by the Canadian Agent and signed by such Canadian Borrower. Each such Loan Notice shall specify the following information:
(i) the aggregate face amount of the B/As to be accepted and purchased;
(ii) the date of such acceptance and purchase, which shall be a Business Day;
(iii) the Contract Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Contract Period” (and which shall in no event end after the Revolving Termination Date); and
(iv) the location and number of the applicable Canadian Borrower’s account to which any funds are to be disbursed, which shall comply with the requirements of Section 2.02. If no Contract Period is specified with respect to any requested acceptance and purchase of B/As, then the Canadian Borrower shall be deemed to have selected a Contract Period of 30 days’ duration. Promptly following receipt of a Loan Notice in accordance with this paragraph, the Canadian Agent shall advise each Multicurrency Revolving Lender of the details thereof and of the amount of B/As to be accepted and purchased by such Multicurrency Revolving Lender.
(d) Each Canadian Borrower hereby appoints each Multicurrency Revolving Lender as its attorney to sign and endorse on its behalf, manually or by facsimile or mechanical signature, as and when deemed necessary by such Multicurrency Revolving Lender, blank forms of B/As. It shall be the responsibility of each Multicurrency Revolving Lender to maintain an adequate supply of blank forms of B/As for acceptance under this Credit Agreement. Each Canadian Borrower recognizes and agrees that all B/As signed and/or endorsed on its behalf by any Multicurrency Revolving Lender shall bind such Canadian Borrower as fully and effectually as if manually signed and duly issued by authorized officers of such Canadian Borrower. Each Multicurrency Revolving Lender is hereby authorized to issue such B/As endorsed in blank in such face amounts as may be determined by such Multicurrency Revolving Lender; provided that the aggregate face amount thereof is equal to the aggregate face amount of B/As required to be accepted by such Multicurrency Revolving Lender. No Multicurrency Revolving Lender shall be liable for any damage, loss or claim arising by reason of any loss or improper use of any such instrument unless such loss or improper use results from the gross negligence or willful misconduct of such Multicurrency Revolving Lender. Each Multicurrency Revolving Lender shall maintain a record with respect to B/As (i) received by it from the Canadian Agent in blank hereunder, (ii) voided by it for any reason, (iii) accepted and purchased by it hereunder and (iv) canceled at their respective maturities. Each Multicurrency Revolving Lender further agrees to retain such records in the manner and for the periods provided in applicable provincial or Federal statutes and regulations of Canada and to provide such records to each Canadian Borrower upon its request and at its expense. Upon request by any Canadian Borrower, a Multicurrency Revolving Lender shall cancel all forms of B/A that have been pre-signed or pre-endorsed on behalf of such Canadian Borrower and that are held by such Multicurrency Revolving Lender and are not required to be issued pursuant to this Credit Agreement.
(e) Drafts of each Canadian Borrower to be accepted as B/As hereunder shall be signed as set forth in paragraph (d) above. Notwithstanding that any Person whose signature appears on any B/A may no longer be an authorized signatory for any of the Multicurrency Revolving Lenders or such Canadian Borrower at the date of issuance of such B/A, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance and any such B/A so signed shall be binding on such Canadian Borrower.
(f) Upon acceptance of a B/A by a Multicurrency Revolving Lender, such Multicurrency Revolving Lender shall purchase, or arrange the purchase of, such B/A from the applicable Canadian Borrower at the Discount Rate for such Multicurrency Revolving Lender applicable to such B/A accepted by it and provide to the Canadian Agent the Discount Proceeds for the account of such Canadian Borrower as provided in Section 2.02. The acceptance fee payable by the applicable Canadian Borrower to a Multicurrency Revolving Lender under Section 2.09 Section2.09 in respect of each B/A accepted by such Multicurrency Revolving Lender shall be set off against the Discount Proceeds payable by such Multicurrency Revolving Lender under this paragraph. Notwithstanding the foregoing, in the case of any B/A Drawing resulting from the conversion or continuation of a B/A Drawing or Multicurrency Revolving Loan pursuant to Section 2.02, the net amount that would otherwise be payable to such Canadian Borrower by each Lender pursuant to this paragraph will be applied as provided in Section 2.02(f).
(g) Each Multicurrency Revolving Lender may at any time and from time to time hold, sell, rediscount or otherwise dispose of any or all B/A’s accepted and purchased by it.
(h) Each B/A accepted and purchased hereunder shall mature at the end of the Contract Period applicable thereto.
(i) Each Canadian Borrower waives presentment for payment and any other defense to payment of any amounts due to a Multicurrency Revolving Lender in respect of a B/A accepted and purchased by it pursuant to this Credit Agreement which might exist solely by reason of such B/A being held, at the maturity thereof, by such Multicurrency Revolving Lender in its own right and each Canadian Borrower agrees not to claim any days of grace if such Multicurrency Revolving Lender as holder sues each Canadian Borrower on the B/A for payment of the amounts payable by such Canadian Borrower thereunder. On the specified maturity date of a B/A, or such earlier date as may be required pursuant to the provisions of this Credit Agreement, each Canadian Borrower shall pay the Multicurrency Revolving Lender that has accepted and purchased such B/A the full face amount of such B/A, and after such payment such Canadian Borrower shall have no further liability in respect of such B/A and such Multicurrency Revolving Lender shall be entitled to all benefits of, and be responsible for all payments due to third parties under, such B/A.
(j) At the option of each Canadian Borrower and any Multicurrency Revolving Lender, B/As under this Credit Agreement to be accepted by such Multicurrency Revolving Lender may be issued in the form of depository bills for deposit with The Canadian Depository for Securities Limited pursuant to the Depository Bills and Notes Act (Canada). All depository bills so issued shall be governed by the provisions of this Section 2.15.. -84-
(k) If a Multicurrency Revolving Lender is not a chartered bank under the Bank Act (Canada) or if a Multicurrency Revolving Lender notifies the Canadian Agent in writing that it is otherwise unable to accept B/As, such Multicurrency Revolving Lender will, instead of accepting and purchasing B/As, make a Loan (a “B/A Equivalent Loan”) to the applicable Canadian Borrower in the amount and for the same term as the draft which such Multicurrency Revolving Lender would otherwise have been required to accept and purchase hereunder. Each such Multicurrency Revolving Lender will provide to the Canadian Agent the Discount Proceeds of such B/A Equivalent Loan for the account of the applicable Canadian Borrower in the same manner as such Multicurrency Revolving Lender would have provided the Discount Proceeds in respect of the draft which such Multicurrency Revolving Lender would otherwise have been required to accept and purchase hereunder. Each such B/A Equivalent Loan will bear interest at the same rate which would result if such Multicurrency Revolving Lender had accepted (and been paid an acceptance fee) and purchased (on a discounted basis) a B/A for the relevant Contract Period (it being the intention of the parties that each such B/A Equivalent Loan shall have the same economic consequences for the Multicurrency Revolving Lenders and the applicable Canadian Borrower as the B/A which such B/A Equivalent Loan replaces). All such interest shall be paid in advance on the date such B/A Equivalent Loan is made, and will be deducted from the principal amount of such B/A Equivalent Loan in the same manner in which the Discount Proceeds of a B/A would be deducted from the face amount of the B/A. Subject to the repayment requirements of this Credit Agreement, on the last day of the relevant Contract Period for such B/A Equivalent Loan, the applicable Canadian Borrower shall be entitled to convert each such B/A Equivalent Loan into another type of Multicurrency Revolving Loan, or to roll over each such B/A Equivalent Loan into another B/A Equivalent Loan, all in accordance with the applicable provisions of this Credit Agreement.
Appears in 1 contract
Canadian Bankers’ Acceptances. (a) Each acceptance and purchase of B/As of a single Contract Period pursuant to Section SectionsSection 2.01 or 2.02 shall be made ratably by the Multicurrency Revolving Lenders in accordance with their Multicurrency Revolving Commitment Percentage. The failure of any Multicurrency Revolving Lender to accept any B/A required to be accepted by it shall not relieve any other Multicurrency Revolving Lender of its obligations hereunder; provided that the Multicurrency Revolving Commitments are several and no Multicurrency Revolving Lender shall be responsible for any other Multicurrency Revolving Lender’’s failure to accept B/As as required.
(b) The B/As of a single Contract Period accepted and purchased on any date shall be in an aggregate amount that is an integral multiple of C$1.0 million and not less than C$5.0 million. The face amount of each B/A shall be C$100,000 or any whole multiple thereof. If any Multicurrency Revolving Lender’’s ratable share of the B/As of any Contract Period to be accepted on any date would not be an integral multiple of C$100,000, the face amount of the B/As accepted by such Multicurrency Revolving Lender may be increased or reduced to the nearest integral multiple of C$100,000 by the Canadian Agent in its sole discretion. B/As of more than one Contract Period may be outstanding at the same time; provided that there shall not at any time be more than a total of five (5) B/A Drawings outstanding.
(c) To request an acceptance and purchase of B/As, a Canadian Borrower shall notify the Canadian Agent of such request by telephone or by telecopy not later than 10:00 a.m., Local Time, one Business Day before the date of such acceptance and purchase. Each such Loan Notice shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery or telecopy to the Canadian Agent of a written request in a form approved by the Canadian Agent and signed by such Canadian Borrower. Each such Loan Notice shall specify the following information:
(i) the aggregate face amount of the B/As to be accepted and purchased;
(ii) the date of such acceptance and purchase, which shall be a Business Day;
(iii) the Contract Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Contract Period” (and which shall in no event end after the Revolving Termination Date); and
(iv) the location and number of the applicable Canadian Borrower’’s account to which any funds are to be disbursed, which shall comply with the requirements of Section 2.02. If no Contract Period is specified with respect to any requested acceptance and purchase of B/As, then the Canadian Borrower shall be deemed to have selected a Contract Period of 30 days’ ’’ duration. Promptly following receipt of a Loan Notice in accordance with this paragraph, the Canadian Agent shall advise each Multicurrency Revolving Lender of the details thereof and of the amount of B/As to be accepted and purchased by such Multicurrency Revolving Lender.
(d) Each Canadian Borrower hereby appoints each Multicurrency Revolving Lender as its attorney to sign and endorse on its behalf, manually or by facsimile or mechanical signature, as and when deemed necessary by such Multicurrency Revolving Lender, blank forms of B/As. It shall be the responsibility of each Multicurrency Revolving Lender to maintain an adequate supply of blank forms of B/As for acceptance under this Credit Agreement. Each Canadian Borrower recognizes and agrees that all B/As signed and/or endorsed on its behalf by any Multicurrency Revolving Lender shall bind such Canadian Borrower as fully and effectually as if manually signed and duly issued by authorized officers of such Canadian Borrower. Each Multicurrency Revolving Lender is hereby authorized to issue such B/As endorsed in blank in such face amounts as may be determined by such Multicurrency Revolving Lender; provided that the aggregate face amount thereof is equal to the aggregate face amount of B/As required to be accepted by such Multicurrency Revolving Lender. No Multicurrency Revolving Lender shall be liable for any damage, loss or claim arising by reason of any loss or improper use of any such instrument unless such loss or improper use results from the gross negligence or willful misconduct of such Multicurrency Revolving Lender. Each Multicurrency Revolving Lender shall maintain a record with respect to B/As (i) received by it from the Canadian Agent in blank hereunder, (ii) voided by it for any reason, (iii) accepted and purchased by it hereunder and (iv) canceled at their respective maturities. Each Multicurrency Revolving Lender further agrees to retain such records in the manner and for the periods provided in applicable provincial or Federal statutes and regulations of Canada and to provide such records to each Canadian Borrower upon its request and at its expense. Upon request by any Canadian Borrower, a Multicurrency Revolving Lender shall cancel all forms of B/A that have been pre-signed or pre-endorsed on behalf of such Canadian Borrower and that are held by such Multicurrency Revolving Lender and are not required to be issued pursuant to this Credit Agreement.
(e) Drafts of each Canadian Borrower to be accepted as B/As hereunder shall be signed as set forth in paragraph (d) above. Notwithstanding that any Person whose signature appears on any B/A may no longer be an authorized signatory for any of the Multicurrency Revolving Lenders or such Canadian Borrower at the date of issuance of such B/A, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance and any such B/A so signed shall be binding on such Canadian Borrower.
(f) Upon acceptance of a B/A by a Multicurrency Revolving Lender, such Multicurrency Revolving Lender shall purchase, or arrange the purchase of, such B/A from the applicable Canadian Borrower at the Discount Rate for such Multicurrency Revolving Lender applicable to such B/A accepted by it and provide to the Canadian Agent the Discount Proceeds for the account of such Canadian Borrower as provided in Section 2.02. The acceptance fee payable by the applicable Canadian Borrower to a Multicurrency Revolving Lender under Section 2.09 in respect of each B/A accepted by such Multicurrency Revolving Lender shall be set off against the Discount Proceeds payable by such Multicurrency Revolving Lender under this paragraph. Notwithstanding the foregoing, in the case of any B/A Drawing resulting from the conversion or continuation of a B/A Drawing or Multicurrency Revolving Loan pursuant to Section 2.02, the net amount that would otherwise be payable to such Canadian Borrower by each Lender pursuant to this paragraph will be applied as provided in Section 2.02(f).
(g) Each Multicurrency Revolving Lender may at any time and from time to time hold, sell, rediscount or otherwise dispose of any or all B/A’s accepted and purchased by it.
(h) Each B/A accepted and purchased hereunder shall mature at the end of the Contract Period applicable thereto.
(i) Each Canadian Borrower waives presentment for payment and any other defense to payment of any amounts due to a Multicurrency Revolving Lender in respect of a B/A accepted and purchased by it pursuant to this Credit Agreement which might exist solely by reason of such B/A being held, at the maturity thereof, by such Multicurrency Revolving Lender in its own right and each Canadian Borrower agrees not to claim any days of grace if such Multicurrency Revolving Lender as holder sues each Canadian Borrower on the B/A for payment of the amounts payable by such Canadian Borrower thereunder. On the specified maturity date of a B/A, or such earlier date as may be required pursuant to the provisions of this Credit Agreement, each Canadian Borrower shall pay the Multicurrency Revolving Lender that has accepted and purchased such B/A the full face amount of such B/A, and after such payment such Canadian Borrower shall have no further liability in respect of such B/A and such Multicurrency Revolving Lender shall be entitled to all benefits of, and be responsible for all payments due to third parties under, such B/A.
(j) At the option of each Canadian Borrower and any Multicurrency Revolving Lender, B/As under this Credit Agreement to be accepted by such Multicurrency Revolving Lender may be issued in the form of depository bills for deposit with The Canadian Depository for Securities Limited pursuant to the Depository Bills and Notes Act (Canada). All depository bills so issued shall be governed by the provisions of this Section 2.15.
(k) If a Multicurrency Revolving Lender is not a chartered bank under the Bank Act (Canada) or if a Multicurrency Revolving Lender notifies the Canadian Agent in writing that it is otherwise unable to accept B/As, such Multicurrency Revolving Lender will, instead of accepting and purchasing B/As, make a Loan (a “B/A Equivalent Loan”) to the applicable Canadian Borrower in the amount and for the same term as the draft which such Multicurrency Revolving Lender would otherwise have been required to accept and purchase hereunder. Each such Multicurrency Revolving Lender will provide to the Canadian Agent the Discount Proceeds of such B/A Equivalent Loan for the account of the applicable Canadian Borrower in the same manner as such Multicurrency Revolving Lender would have provided the Discount Proceeds in respect of the draft which such Multicurrency Revolving Lender would otherwise have been required to accept and purchase hereunder. Each such B/A Equivalent Loan will bear interest at the same rate which would result if such Multicurrency Revolving Lender had accepted (and been paid an acceptance fee) and purchased (on a discounted basis) a B/A for the relevant Contract Period (it being the intention of the parties that each such B/A Equivalent Loan shall have the same economic consequences for the Multicurrency Revolving Lenders and the applicable Canadian Borrower as the B/A which such B/A Equivalent Loan replaces). All such interest shall be paid in advance on the date such B/A Equivalent Loan is made, and will be deducted from the principal amount of such B/A Equivalent Loan in the same manner in which the Discount Proceeds of a B/A would be deducted from the face amount of the B/A. Subject to the repayment requirements of this Credit Agreement, on the last day of the relevant Contract Period for such B/A Equivalent Loan, the applicable Canadian Borrower shall be entitled to convert each such B/A Equivalent Loan into another type of Multicurrency Revolving Loan, or to roll over each such B/A Equivalent Loan into another B/A Equivalent Loan, all in accordance with the applicable provisions of this Credit Agreement.Section
Appears in 1 contract
Canadian Bankers’ Acceptances. (a) Each acceptance and purchase of B/As of a single Contract Period pursuant to Section 2.01 or 2.02 2.01(a) and this Section shall be made ratably by the Multicurrency Revolving Tranche One Lenders in accordance with the amounts of their Multicurrency Revolving Commitment PercentageTranche One Commitments. The failure of any Multicurrency Revolving Lender to accept any B/A required to be accepted by it shall not relieve any other Multicurrency Revolving Lender of its obligations hereunder; provided that the Multicurrency Revolving Commitments are several and no Multicurrency Revolving Lender shall be responsible for any other Multicurrency Revolving Lender’s failure to accept B/As as required.. Each Lender at its option may accept and purchase any B/A by causing any Canadian lending office or Affiliate of such Lender to accept and purchase such B/A.
(b) The B/As of a single Contract Period accepted and purchased on any date shall be in an aggregate amount that is an integral multiple of C$1.0 million Cdn.$1,000,000 and not less than C$5.0 million. The face amount of each B/A shall be C$100,000 or any whole multiple thereofCdn.$5,000,000. If any Multicurrency Revolving Lender’s ratable share of the B/As of any Contract Period to be accepted on any date would not be an integral multiple of C$100,000Cdn.$100,000, the face amount of the B/As accepted by such Multicurrency Revolving Lender may be increased or reduced to the nearest integral multiple of C$100,000 Cdn.$100,000 by the Canadian Agent Administrative Agent, acting through its Toronto branch, in its sole discretion. B/As of more than one Contract Period may be outstanding at the same time; provided that there shall not at any time be more than a total of five (5) 10 B/A Drawings outstandingoutstanding at any time.
(c) To request an acceptance and purchase of B/As, a Canadian Borrower Borrowing Subsidiary shall notify the Canadian Administrative Agent of such request by telephone or by telecopy fax not later than 10:00 a.m.1:00 p.m., Local Time, one two Business Day Days before the date of such acceptance and purchase. Each such Loan Notice request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery or telecopy fax to the Canadian Agent Administrative Agent, acting through its Toronto branch, of a written request in a form approved by the Canadian Administrative Agent and signed by such Canadian BorrowerBorrowing Subsidiary. Each such Loan Notice telephonic and written request shall specify the following information:
(i) the aggregate face amount of the B/As to be accepted and purchased;
(ii) the date of such acceptance and purchase, which shall be a Business Day;
(iii) the Contract Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Contract Period” (and which shall in no event end after the Revolving Termination Maturity Date); and
(iv) the location and number of the applicable Canadian BorrowerBorrowing Subsidiary’s account to which any funds the proceeds of such B/As are to be disbursed, which shall comply with the requirements of Section 2.02. If no Contract Period is specified with respect to any requested Any request for an acceptance and purchase of B/AsAs that shall fail to specify any of the information required by the preceding provisions of this paragraph may be rejected by the Administrative Agent if such failure is not corrected promptly after the Administrative Agent shall give written or telephonic notice thereof to the applicable Borrower and, then the Canadian Borrower shall if so rejected, will be deemed to have selected a Contract Period of 30 days’ durationno force or effect. Promptly following receipt of a Loan Notice request in accordance with this paragraph, the Canadian Administrative Agent shall advise each Multicurrency Revolving Tranche One Lender of the details thereof and of the amount of B/As to be accepted and purchased by such Multicurrency Revolving Lender.
(d) Each Canadian Borrower Borrowing Subsidiary hereby appoints each Multicurrency Revolving Tranche One Lender as its attorney to sign and endorse on its behalf, manually or by facsimile or mechanical signature, as and when deemed necessary by such Multicurrency Revolving Lender, blank forms of B/As, each Tranche One Lender hereby agreeing that it will not sign or endorse B/As in excess of those required in connection with B/A Drawings that have been requested by the Canadian Borrowing Subsidiaries hereunder. It shall be the responsibility of each Multicurrency Revolving Tranche One Lender to maintain an adequate supply of blank forms of B/As for acceptance under this Credit Agreement. Each Canadian Borrower Borrowing Subsidiary recognizes and agrees that all B/As signed and/or endorsed on its behalf by any Multicurrency Revolving Tranche One Lender in accordance with such Canadian Borrowing Subsidiary’s written request shall bind such Canadian Borrower Borrowing Subsidiary as fully and effectually as if manually signed and duly issued by authorized officers of such Canadian BorrowerBorrowing Subsidiary. Each Multicurrency Revolving Tranche One Lender is hereby authorized to issue such B/As endorsed in blank in such face amounts as may be determined by such Multicurrency Revolving Lender; provided that the aggregate face amount thereof is equal to the aggregate face amount of B/As required to be accepted by such Multicurrency Revolving LenderLender in accordance with such Canadian Borrowing Subsidiary’s written request. No Multicurrency Revolving Tranche One Lender shall be liable for any damage, loss or claim arising by reason of any loss or improper use of any such instrument unless such loss or improper use results from the bad faith, gross negligence or willful wilful misconduct of such Multicurrency Revolving Lender. Each Multicurrency Revolving Tranche One Lender shall maintain a record with respect to B/As (i) received by it from the Canadian Administrative Agent in blank hereunder, (ii) voided by it for any reason, (iii) accepted and purchased by it hereunder and (iv) canceled at their respective maturities. Each Multicurrency Revolving Tranche One Lender further agrees to retain such records in the manner and for the periods provided in applicable provincial or Federal federal statutes and regulations of Canada and to provide such records to each Canadian Borrower Borrowing Subsidiary upon its request and at its expense. Upon request by any Canadian BorrowerBorrowing Subsidiary, a Multicurrency Revolving Lender shall cancel all forms of B/A that have been pre-signed or pre-endorsed on behalf of such Canadian Borrower Borrowing Subsidiary and that are held by such Multicurrency Revolving Lender and are not required to be issued pursuant to this Credit Agreement.
(e) Drafts of each Canadian Borrower Borrowing Subsidiary to be accepted as B/As hereunder shall be signed as set forth in paragraph (d) above. Notwithstanding that any Person whose signature appears on any B/A may no longer be an authorized signatory for any of the Multicurrency Revolving Lenders or such Canadian Borrower Borrowing Subsidiary at the date of issuance of such B/A, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance and any such B/A so signed and properly completed shall be binding on such Canadian BorrowerBorrowing Subsidiary.
(f) Upon acceptance of a B/A by a Multicurrency Revolving Tranche One Lender, such Multicurrency Revolving Lender shall purchase, or arrange the purchase of, such B/A from the applicable Canadian Borrower Borrowing Subsidiary at the Discount Rate for such Multicurrency Revolving Lender applicable to such B/A accepted by it and provide to the Canadian Administrative Agent the Discount Proceeds for the account of such Canadian Borrower Borrowing Subsidiary as provided in Section 2.022.07. The acceptance fee payable by the applicable Canadian Borrower Borrowing Subsidiary to a Multicurrency Revolving Lender under Section 2.09 2.12 in respect of each B/A accepted by such Multicurrency Revolving Lender shall be set off against the Discount Proceeds payable by such Multicurrency Revolving Lender under this paragraph. Notwithstanding the foregoing, in the case of any B/A Drawing resulting from the conversion or continuation of a B/A Drawing or Multicurrency Revolving Loan Borrowing pursuant to Section 2.022.08, the net amount that would otherwise be payable to such Canadian Borrower by each Lender pursuant to this paragraph will be applied as provided in Section 2.02(f2.08(f).
(g) Each Multicurrency Revolving Tranche One Lender may at any time and from time to time hold, sell, rediscount or otherwise dispose of any or all B/A’s As accepted and purchased by itit (it being understood that no such sale, rediscount or disposition shall constitute an assignment or participation of any Commitment hereunder).
(h) Each B/A accepted and purchased hereunder shall mature at the end of the Contract Period applicable thereto.
(i) Each Subject to applicable law, each Canadian Borrower Borrowing Subsidiary waives presentment for payment and any other defense to payment of any amounts due to a Multicurrency Revolving Tranche One Lender in respect of a B/A accepted and purchased by it pursuant to this Credit Agreement which that might exist solely by reason of such B/A being held, at the maturity thereof, by such Multicurrency Revolving Lender in its own right right, and each Canadian Borrower Borrowing Subsidiary agrees not to claim any days of grace if such Multicurrency Revolving Lender as holder sues each such Canadian Borrower Borrowing Subsidiary on the B/A for payment of the amounts payable by such Canadian Borrower Borrowing Subsidiary thereunder. On the specified maturity date last day of the Contract Period of a B/A, or such earlier date as may be required pursuant to the provisions of this Credit Agreement, each the applicable Canadian Borrower Borrowing Subsidiary shall pay the Multicurrency Revolving Lender that has accepted and purchased such B/A the full face amount of such B/A, and after such payment such Canadian Borrower Borrowing Subsidiary shall have no further liability in respect of such B/A and such Multicurrency Revolving Lender shall be entitled to all benefits of, and be responsible for all payments due to third parties under, such B/A.
(j) At the option of each Canadian Borrower Borrowing Subsidiary and any Multicurrency Revolving Lender, B/As under this Credit Agreement to be accepted by such Multicurrency Revolving that Lender may be issued in the form of depository bills for deposit with The Canadian Depository for Securities Limited pursuant to the Depository Bills and Notes Act (Canada). All depository bills so issued shall be governed by the provisions of this Section 2.15Section.
(k) If a Multicurrency Revolving Tranche One Lender is not a chartered bank under the Bank Act (Canada) or if a Multicurrency Revolving Tranche One Lender notifies the Canadian Administrative Agent in writing that it is otherwise unable to accept B/As, such Multicurrency Revolving Lender will, instead of accepting and purchasing any B/As, make a Loan (a “B/A Equivalent Loan”) to the applicable Canadian Borrower Borrowing Subsidiary in the amount and for the same term as the each draft which such Multicurrency Revolving Lender would otherwise have been required to accept and purchase hereunder. Each such Multicurrency Revolving Lender will provide to the Canadian Administrative Agent the Discount Proceeds of such B/A Equivalent Loan for the account of the applicable Canadian Borrower Borrowing Subsidiary in the same manner as such Multicurrency Revolving Lender would have provided the Discount Proceeds in respect of the draft which such Multicurrency Revolving Lender would otherwise have been required to accept and purchase hereunder. Each such B/A Equivalent Loan will bear interest at the same rate which that would result if such Multicurrency Revolving Lender had accepted (and been paid an acceptance fee) and purchased (on a discounted basis) a B/A for the relevant Contract Period (it being the intention of the parties that each such B/A Equivalent Loan shall have the same economic consequences for the Multicurrency Revolving Lenders and the applicable Canadian Borrower Borrowing Subsidiary as the B/A which that such B/A Equivalent Loan replaces). All such interest shall be paid in advance on the date such B/A Equivalent Loan is made, and will be deducted from the principal amount of such B/A Equivalent Loan in the same manner in which the Discount Proceeds of a B/A would be deducted from the face amount of the B/A. Subject to the repayment requirements of this Credit Agreement, on the last day of the relevant Contract Period for such B/A Equivalent Loan, the applicable Canadian Borrower Borrowing Subsidiary shall be entitled to convert each such B/A Equivalent Loan into another type of Multicurrency Revolving Loan, or to roll over each such B/A Equivalent Loan into another B/A Equivalent Loan, all in accordance with the applicable provisions of this Credit Agreement.
(l) For greater certainty, all provisions of this Agreement that are applicable to B/As shall also be applicable, mutatis mutandis, to B/A Equivalent Loans.
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Canadian Bankers’ Acceptances. (a) Each acceptance and purchase of B/As of a single Contract Period pursuant to Section 2.01 or 2.02 Section 2.06 shall be made ratably by the Multicurrency Revolving Lenders in accordance with the amounts of their Multicurrency Revolving Commitment PercentageCommitments. The failure of any Multicurrency Revolving Lender to accept any B/A required to be accepted by it shall not relieve any other Multicurrency Revolving Lender of its obligations hereunder; provided that the Multicurrency Revolving Commitments are several and no Multicurrency Revolving Lender shall be responsible for any other Multicurrency Revolving Lender’s 's failure to accept B/As as required.. Each Lender at its option may accept and purchase any B/A by causing any Canadian lending office or Affiliate of such Lender to accept and purchase such B/A.
(b) The B/As of a single Contract Period accepted and purchased on any date shall be in an aggregate amount that is an integral multiple of C$1.0 million Cdn.$1,000,000 and not less than C$5.0 million. The face amount of each B/A shall be C$100,000 or any whole multiple thereofCdn.$5,000,000. If any Multicurrency Revolving Lender’s 's ratable share of the B/As of any Contract Period to be accepted on any date would not be an integral multiple of C$100,000Cdn.$100,000, the face amount of the B/As accepted by such Multicurrency Revolving Lender may be increased or reduced to the nearest integral multiple of C$100,000 Cdn.$100,000 by the Canadian Administrative Agent in its sole discretion. B/As of more than one Contract Period may be outstanding at the same time; provided that there shall not at any time be more than a total of five (5) seven B/A Drawings outstanding, or such greater number agreed to by the Canadian Administrative Agent.
(c) To request an acceptance and purchase of B/As, a Canadian Borrower Borrowing Subsidiary shall notify the Canadian Administrative Agent of such request by telephone or by telecopy not later than 10:00 a.m., Local Time, one Business Day before the date of such acceptance and purchase. Each such Loan Notice request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery or telecopy to the Canadian Administrative Agent of a written request in a form approved by the Canadian Administrative Agent and signed by such Canadian Borrower. Each such Loan Notice telephonic and written request shall specify the following information:
(i) the aggregate face amount of the B/As to be accepted and purchased;
(ii) the date of such acceptance and purchase, which shall be a Business Day;
(iii) the Contract Period to be applicable thereto, which shall be a period contemplated by the definition of the term “"Contract Period” " (and which shall in no event end after the Revolving Termination Maturity Date); and
(iv) the location and number of the applicable Canadian Borrower’s Borrowing Subsidiary's account to which any funds are to be disbursed, which shall comply with the requirements of Section 2.02. If no Contract Period is specified with respect to any requested acceptance and purchase of B/As, then the Canadian Borrower Borrowing Subsidiary shall be deemed to have selected a Contract Period of 30 days’ ' duration. Promptly following receipt of a Loan Notice request in accordance with this paragraph, the Canadian Administrative Agent shall advise each Multicurrency Revolving Lender of the details thereof and of the amount of B/As to be accepted and purchased by such Multicurrency Revolving Lender.
(d) Each Canadian Borrower Borrowing Subsidiary hereby appoints each Multicurrency Revolving Lender as its attorney to sign and endorse on its behalf, manually or by facsimile or mechanical signature, as and when deemed necessary by such Multicurrency Revolving Lender, blank forms of B/As, each Lender hereby agreeing that it will not sign or endorse B/As in excess of those required in connection with B/A Drawings that have been requested by the Canadian Borrowing Subsidiaries hereunder. It shall be the responsibility of each Multicurrency Revolving Lender to maintain an adequate supply of blank forms of B/As for acceptance under this Credit Agreement. Each Canadian Borrower Borrowing Subsidiary recognizes and agrees that all B/As signed and/or endorsed on its behalf by any Multicurrency Revolving Lender in accordance with such Canadian Borrowing Subsidiary's written request shall bind such Canadian Borrower Borrowing Subsidiary as fully and effectually as if manually signed and duly issued by authorized officers of such Canadian BorrowerBorrowing Subsidiary. Each Multicurrency Revolving Lender is hereby authorized to issue such B/As endorsed in blank in such face amounts as may be determined by such Multicurrency Revolving Lender; provided that the aggregate face amount thereof is equal to the aggregate face amount of B/As required to be accepted by such Multicurrency Revolving LenderLender in accordance with such Canadian Borrowing Subsidiary's written request. No Multicurrency Revolving Lender shall be liable for any damage, loss or claim arising by reason of any loss or improper use of any such instrument unless such loss or improper use results from the bad faith, gross negligence or willful misconduct of such Multicurrency Revolving Lender. Each Multicurrency Revolving Lender shall maintain a record with respect to B/As (i) received by it from the Canadian Administrative Agent in blank hereunder, (ii) voided by it for any reason, (iii) accepted and purchased by it hereunder and (iv) canceled at their respective maturities. Each Multicurrency Revolving Lender further agrees to retain such records in the manner and for the periods provided in applicable provincial or Federal statutes and regulations of Canada and to provide such records to each Canadian Borrower Borrowing Subsidiary upon its request and at its expense. Upon request by any Canadian BorrowerBorrowing Subsidiary, a Multicurrency Revolving Lender shall cancel all forms of B/A that have been pre-signed or pre-endorsed on behalf of such Canadian Borrower Borrowing Subsidiary and that are held by such Multicurrency Revolving Lender and are not required to be issued pursuant to this Credit Agreement.
(e) Drafts of each Canadian Borrower Borrowing Subsidiary to be accepted as B/As hereunder shall be signed as set forth in paragraph (d) above. Notwithstanding that any Person whose signature appears on any B/A may no longer be an authorized signatory for any of the Multicurrency Revolving Lenders or such Canadian Borrower Borrowing Subsidiary at the date of issuance of such B/A, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance and any such B/A so signed and properly completed shall be binding on such Canadian BorrowerBorrowing Subsidiary.
(f) Upon acceptance of a B/A by a Multicurrency Revolving Lender, such Multicurrency Revolving Lender shall purchase, or arrange the purchase of, such B/A from the applicable Canadian Borrower Borrowing Subsidiary at the Discount Rate for such Multicurrency Revolving Lender applicable to such B/A accepted by it and provide to the Canadian Administrative Agent the Discount Proceeds for the account of such Canadian Borrower Borrowing Subsidiary as provided in Section 2.022.05. The acceptance fee payable by the applicable Canadian Borrower Borrowing Subsidiary to a Multicurrency Revolving Lender under Section 2.09 2.10 in respect of each B/A accepted by such Multicurrency Revolving Lender shall be set off against the Discount Proceeds payable by such Multicurrency Revolving Lender under this paragraph. Notwithstanding the foregoing, in the case of any B/A Drawing resulting from the conversion or continuation of a B/A Drawing or Multicurrency Revolving Loan pursuant to Section 2.022.06, the net amount that would otherwise be payable to such Canadian Borrower Borrowing Subsidiary by each Lender pursuant to this paragraph will be applied as provided in Section 2.02(f2.06(e).
(g) Each Multicurrency Revolving Lender may at any time and from time to time hold, sell, rediscount or otherwise dispose of any or all B/A’s 's accepted and purchased by itit (it being understood that no such sale, rediscount or disposition shall constitute an assignment or participation of any Commitment hereunder).
(h) Each B/A accepted and purchased hereunder shall mature at the end of the Contract Period applicable thereto.
(i) Each Subject to applicable law, each Canadian Borrower Borrowing Subsidiary waives presentment for payment and any other defense to payment of any amounts due to a Multicurrency Revolving Lender in respect of a B/A accepted and purchased by it pursuant to this Credit Agreement which might exist solely by reason of such B/A being held, at the maturity thereof, by such Multicurrency Revolving Lender in its own right and each Canadian Borrower Borrowing Subsidiary agrees not to claim any days of grace if such Multicurrency Revolving Lender as holder sues each such Canadian Borrower Borrowing Subsidiary on the B/A for payment of the amounts payable by such Canadian Borrower Borrowing Subsidiary thereunder. On the specified maturity date last day of the Contract Period of a B/A, or such earlier date as may be required pursuant to the provisions of this Credit Agreement, each Canadian Borrower Borrowing Subsidiary shall pay the Multicurrency Revolving Lender that has accepted and purchased such B/A the full face amount of such B/A, and after such payment such Canadian Borrower Borrowing Subsidiary shall have no further liability in respect of such B/A and such Multicurrency Revolving Lender shall be entitled to all benefits of, and be responsible for all payments due to third parties under, such B/A.
(j) At the option of each Canadian Borrower Borrowing Subsidiary and any Multicurrency Revolving Lender, B/As under this Credit Agreement to be accepted by such Multicurrency Revolving that Lender may be issued in the form of depository bills for deposit with The Canadian Depository for Securities Limited pursuant to the Depository Bills and Notes Act (Canada). All depository bills so issued shall be governed by the provisions of this Section 2.152.04.
(k) If a Multicurrency Revolving Lender is not a chartered bank under the Bank Act (Canada) or if a Multicurrency Revolving Lender notifies the Canadian Administrative Agent in writing that it is otherwise unable to accept B/As, such Multicurrency Revolving Lender will, instead of accepting and purchasing B/As, make a Loan (a “"B/A Equivalent Loan”") to the applicable Canadian Borrower Borrowing Subsidiary in the amount and for the same term as the each draft which such Multicurrency Revolving Lender would otherwise have been required to accept and purchase hereunder. Each such Multicurrency Revolving Lender will provide to the Canadian Administrative Agent the Discount Proceeds of such B/A Equivalent Loan for the account of the applicable Canadian Borrower Borrowing Subsidiary in the same manner as such Multicurrency Revolving Lender would have provided the Discount Proceeds in respect of the draft which such Multicurrency Revolving Lender would otherwise have been required to accept and purchase hereunder. Each such B/A Equivalent Loan will bear interest at the same rate which that would result if such Multicurrency Revolving Lender had accepted (and been paid an acceptance fee) and purchased (on a discounted basis) a B/A for the relevant Contract Period (it being the intention of the parties that each such B/A Equivalent Loan shall have the same economic consequences for the Multicurrency Revolving Lenders and the applicable Canadian Borrower Borrowing Subsidiary as the B/A which that such B/A Equivalent Loan replaces). All such interest shall be paid in advance on the date such B/A Equivalent Loan is made, and will be deducted from the principal amount of such B/A Equivalent Loan in the same manner in which the Discount Proceeds of a B/A would be deducted from the face amount of the B/A. Subject to the repayment requirements of this Credit Agreement, on the last day of the relevant Contract Period for such B/A Equivalent Loan, the applicable Canadian Borrower Borrowing Subsidiary shall be entitled to convert each such B/A Equivalent Loan into another type of Multicurrency Revolving Loan, or to roll over each such B/A Equivalent Loan into another B/A Equivalent Loan, all in accordance with the applicable provisions of this Credit Agreement.
(l) Notwithstanding any provision hereof but subject to Section 2.09(b), the Borrowers may not prepay any B/A Drawing other than on the last day of its Contract Period.
(m) For greater certainty, all provisions of this Agreement which are applicable to B/As shall also be applicable, mutatis mutandis, to B/A Equivalent Loans.
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Canadian Bankers’ Acceptances. (a) Each acceptance and purchase of B/As of a single Contract Period pursuant to Section 2.01 or 2.02 2.01(a) and this Section shall be made ratably by the Multicurrency Revolving Tranche One Lenders in accordance with the amounts of their Multicurrency Revolving Commitment PercentageTranche One Commitments. The failure of any Multicurrency Revolving Lender to accept any B/A required to be accepted by it shall not relieve any other Multicurrency Revolving Lender of its obligations hereunder; provided that the Multicurrency Revolving Commitments are several and no Multicurrency Revolving Lender shall be responsible for any other Multicurrency Revolving Lender’s failure to accept B/As as required.. Each Lender at its option may accept and purchase any B/A by causing any Canadian lending office or Affiliate of such Lender to accept and purchase such B/A.
(b) The B/As of a single Contract Period accepted and purchased on any date shall be in an aggregate amount that is an integral multiple of C$1.0 million Cdn.$1,000,000 and not less than C$5.0 million. The face amount of each B/A shall be C$100,000 or any whole multiple thereofCdn.$5,000,000. If any Multicurrency Revolving Lender’s ratable share of the B/As of any Contract Period to be accepted on any date would not be an integral multiple of C$100,000Cdn.$100,000, the face amount of the B/As accepted by such Multicurrency Revolving Lender may be increased or reduced to the nearest integral multiple of C$100,000 Cdn.$100,000 by the Canadian Agent Administrative Agent, acting through its Toronto branch, in its sole discretion. B/As of more than one Contract Period may be outstanding at the same time; provided that there shall not at any time be more than a total of five (5) ten B/A Drawings outstandingoutstanding at any time.
(c) To request an acceptance and purchase of B/As, a Canadian Borrower Borrowing Subsidiary shall notify the Canadian Administrative Agent of such request by telephone or by telecopy fax not later than 10:00 a.m.1:00 p.m., Local Time, one two Business Day Days before the date of such acceptance and purchase. Each such Loan Notice request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery or telecopy fax to the Canadian Agent Administrative Agent, acting through its Toronto branch, of a written request in a form approved by the Canadian Administrative Agent and signed by such Canadian BorrowerBorrowing Subsidiary. Each such Loan Notice telephonic and written request shall specify the following information:
(i) the aggregate face amount of the B/As to be accepted and purchased;
(ii) the date of such acceptance and purchase, which shall be a Business Day;
(iii) the Contract Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Contract Period” (and which shall in no event end after the Revolving Termination Maturity Date); and
(iv) the location and number of the applicable Canadian BorrowerBorrowing Subsidiary’s account to which any funds the proceeds of such B/As are to be disbursed, which shall comply with the requirements of Section 2.02. If no Contract Period is specified with respect to any requested Any request for an acceptance and purchase of B/AsAs that shall fail to specify any of the information required by the preceding provisions of this paragraph may be rejected by the Administrative Agent if such failure is not corrected promptly after the Administrative Agent shall give written or telephonic notice thereof to the applicable Borrower and, then the Canadian Borrower shall if so rejected, will be deemed to have selected a Contract Period of 30 days’ durationno force or effect. Promptly following receipt of a Loan Notice request in accordance with this paragraph, the Canadian Administrative Agent shall advise each Multicurrency Revolving Tranche One Lender of the details thereof and of the amount of B/As to be accepted and purchased by such Multicurrency Revolving Lender.
(d) Each Canadian Borrower Borrowing Subsidiary hereby appoints each Multicurrency Revolving Tranche One Lender as its attorney to sign and endorse on its behalf, manually or by facsimile or mechanical signature, as and when deemed necessary by such Multicurrency Revolving Lender, blank forms of B/As, each Tranche One Lender hereby agreeing that it will not sign or endorse B/As in excess of those required in connection with B/A Drawings that have been requested by the Canadian Borrowing Subsidiaries hereunder. It shall be the responsibility of each Multicurrency Revolving Tranche One Lender to maintain an adequate supply of blank forms of B/As for acceptance under this Credit Agreement. Each Canadian Borrower Borrowing Subsidiary recognizes and agrees that all B/As signed and/or endorsed on its behalf by any Multicurrency Revolving Tranche One Lender in accordance with such Canadian Borrowing Subsidiary’s written request shall bind such Canadian Borrower Borrowing Subsidiary as fully and effectually as if manually signed and duly issued by authorized officers of such Canadian BorrowerBorrowing Subsidiary. Each Multicurrency Revolving Tranche One Lender is hereby authorized to issue such B/As endorsed in blank in such face amounts as may be determined by such Multicurrency Revolving Lender; provided that the aggregate face amount thereof is equal to the aggregate face amount of B/As required to be accepted by such Multicurrency Revolving LenderLender in accordance with such Canadian Borrowing Subsidiary’s written request. No Multicurrency Revolving Tranche One Lender shall be liable for any damage, loss or claim arising by reason of any loss or improper use of any such instrument unless such loss or improper use results from the bad faith, gross negligence or willful misconduct of such Multicurrency Revolving Lender. Each Multicurrency Revolving Tranche One Lender shall maintain a record with respect to B/As (i) received by it from the Canadian Administrative Agent in blank hereunder, (ii) voided by it for any reason, (iii) accepted and purchased by it hereunder and (iv) canceled at their respective maturities. Each Multicurrency Revolving Tranche One Lender further agrees to retain such records in the manner and for the periods provided in applicable provincial or Federal federal statutes and regulations of Canada and to provide such records to each Canadian Borrower Borrowing Subsidiary upon its request and at its expense. Upon request by any Canadian BorrowerBorrowing Subsidiary, a Multicurrency Revolving Lender shall cancel all forms of B/A that have been pre-signed or pre-endorsed on behalf of such Canadian Borrower Borrowing Subsidiary and that are held by such Multicurrency Revolving Lender and are not required to be issued pursuant to this Credit Agreement.
(e) Drafts of each Canadian Borrower Borrowing Subsidiary to be accepted as B/As hereunder shall be signed as set forth in paragraph (d) above. Notwithstanding that any Person whose signature appears on any B/A may no longer be an authorized signatory for any of the Multicurrency Revolving Lenders or such Canadian Borrower Borrowing Subsidiary at the date of issuance of such B/A, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance and any such B/A so signed and properly completed shall be binding on such Canadian BorrowerBorrowing Subsidiary.
(f) Upon acceptance of a B/A by a Multicurrency Revolving Tranche One Lender, such Multicurrency Revolving Lender shall purchase, or arrange the purchase of, such B/A from the applicable Canadian Borrower Borrowing Subsidiary at the Discount Rate for such Multicurrency Revolving Lender applicable to such B/A accepted by it and provide to the Canadian Administrative Agent the Discount Proceeds for the account of such Canadian Borrower Borrowing Subsidiary as provided in Section 2.022.07. The acceptance fee payable by the applicable Canadian Borrower Borrowing Subsidiary to a Multicurrency Revolving Lender under Section 2.09 2.12 in respect of each B/A accepted by such Multicurrency Revolving Lender shall be set off against the Discount Proceeds payable by such Multicurrency Revolving Lender under this paragraph. Notwithstanding the foregoing, in the case of any B/A Drawing resulting from the conversion or continuation of a B/A Drawing or Multicurrency Revolving Loan Borrowing pursuant to Section 2.02, the net amount that would otherwise be payable to such Canadian Borrower by each Lender pursuant to this paragraph will be applied as provided in Section 2.02(f).
(g) Each Multicurrency Revolving Lender may at any time and from time to time hold, sell, rediscount or otherwise dispose of any or all B/A’s accepted and purchased by it.
(h) Each B/A accepted and purchased hereunder shall mature at the end of the Contract Period applicable thereto.
(i) Each Canadian Borrower waives presentment for payment and any other defense to payment of any amounts due to a Multicurrency Revolving Lender in respect of a B/A accepted and purchased by it pursuant to this Credit Agreement which might exist solely by reason of such B/A being held, at the maturity thereof, by such Multicurrency Revolving Lender in its own right and each Canadian Borrower agrees not to claim any days of grace if such Multicurrency Revolving Lender as holder sues each Canadian Borrower on the B/A for payment of the amounts payable by such Canadian Borrower thereunder. On the specified maturity date of a B/A, or such earlier date as may be required pursuant to the provisions of this Credit Agreement, each Canadian Borrower shall pay the Multicurrency Revolving Lender that has accepted and purchased such B/A the full face amount of such B/A, and after such payment such Canadian Borrower shall have no further liability in respect of such B/A and such Multicurrency Revolving Lender shall be entitled to all benefits of, and be responsible for all payments due to third parties under, such B/A.
(j) At the option of each Canadian Borrower and any Multicurrency Revolving Lender, B/As under this Credit Agreement to be accepted by such Multicurrency Revolving Lender may be issued in the form of depository bills for deposit with The Canadian Depository for Securities Limited pursuant to the Depository Bills and Notes Act (Canada). All depository bills so issued shall be governed by the provisions of this Section 2.15.
(k) If a Multicurrency Revolving Lender is not a chartered bank under the Bank Act (Canada) or if a Multicurrency Revolving Lender notifies the Canadian Agent in writing that it is otherwise unable to accept B/As, such Multicurrency Revolving Lender will, instead of accepting and purchasing B/As, make a Loan (a “B/A Equivalent Loan”) to the applicable Canadian Borrower in the amount and for the same term as the draft which such Multicurrency Revolving Lender would otherwise have been required to accept and purchase hereunder. Each such Multicurrency Revolving Lender will provide to the Canadian Agent the Discount Proceeds of such B/A Equivalent Loan for the account of the applicable Canadian Borrower in the same manner as such Multicurrency Revolving Lender would have provided the Discount Proceeds in respect of the draft which such Multicurrency Revolving Lender would otherwise have been required to accept and purchase hereunder. Each such B/A Equivalent Loan will bear interest at the same rate which would result if such Multicurrency Revolving Lender had accepted (and been paid an acceptance fee) and purchased (on a discounted basis) a B/A for the relevant Contract Period (it being the intention of the parties that each such B/A Equivalent Loan shall have the same economic consequences for the Multicurrency Revolving Lenders and the applicable Canadian Borrower as the B/A which such B/A Equivalent Loan replaces). All such interest shall be paid in advance on the date such B/A Equivalent Loan is made, and will be deducted from the principal amount of such B/A Equivalent Loan in the same manner in which the Discount Proceeds of a B/A would be deducted from the face amount of the B/A. Subject to the repayment requirements of this Credit Agreement, on the last day of the relevant Contract Period for such B/A Equivalent Loan, the applicable Canadian Borrower shall be entitled to convert each such B/A Equivalent Loan into another type of Multicurrency Revolving Loan, or to roll over each such B/A Equivalent Loan into another B/A Equivalent Loan, all in accordance with the applicable provisions of this Credit Agreement.to
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Canadian Bankers’ Acceptances. (a) Each acceptance and purchase of B/As of a single Contract Period pursuant to Section 2.01 2.01(c)(ii) or 2.02 Section 2.08 shall be made ratably by the Multicurrency Global Revolving Lenders in accordance with the amounts of their Multicurrency Global Revolving Commitment PercentageLoan Commitments. The failure of any Multicurrency Global Revolving Lender to accept or cause its Canadian Lending Office to accept any B/A required to be accepted by it shall not relieve any other Multicurrency Global Revolving Lender of its obligations hereunder; provided that the Multicurrency Global Revolving Loan Commitments are several and no Multicurrency Global Revolving Lender shall be responsible for any other Multicurrency Global Revolving Lender’s failure to accept B/As as required.
(b) The B/As of a single Contract Period accepted and purchased on any date shall be in an aggregate amount that is an integral multiple of C$1.0 million 1,000,000 and not less than C$5.0 million2,000,000. The face amount of each B/A shall be C$100,000 or any whole multiple thereof. If any Multicurrency Global Revolving Lender’s ratable share of the B/As of any Contract Period to be accepted on any date would not be an integral multiple of C$100,000, the face amount of the B/As accepted by such Multicurrency Revolving Lender may be increased or reduced to the nearest integral multiple of C$100,000 by the Canadian Administrative Agent in its sole discretion. B/As of more than one Contract Period may be outstanding at the same time; provided that there shall not at any time be more than a total of five (5) B/A Drawings outstandingoutstanding (or such greater number as the Administrative Agent shall agree).
(c) To request an acceptance and purchase of B/As, a the Canadian Borrower shall notify the Canadian Administrative Agent of such request by telephone or by telecopy not later than 10:00 11:00 a.m., Local Time, one Business Day before the date of such acceptance and purchase. Each such Loan Notice request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery or telecopy to the Canadian Administrative Agent of a written request in a form approved by the Canadian Administrative Agent and signed by such the Canadian Borrower. Each such Loan Notice telephonic and written request shall specify the following information:
(i) the aggregate face amount of the B/As to be accepted and purchased;
(ii) the date of such acceptance and purchase, which shall be a Business Day;
(iii) the Contract Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Contract Period” (and which shall in no event end after the Revolving Termination Maturity Date); and
(iv) the location and number of the applicable Canadian Borrower’s account to which any funds are to be disbursed, which shall comply with the requirements of Section 2.022.06. If no Contract Period is specified with respect to any requested acceptance and purchase of B/As, then the Canadian Borrower shall be deemed to have selected a Contract Period of 30 days’ duration. Promptly following receipt of a Loan Notice request in accordance with this paragraph, the Canadian Administrative Agent shall advise each Multicurrency Global Revolving Lender of the details thereof and of the amount of B/As to be accepted and purchased by such Multicurrency Revolving Lender.
(d) Each The Canadian Borrower hereby appoints each Multicurrency Global Revolving Lender as its attorney to sign and endorse on its behalf, manually or by facsimile or mechanical signature, as and when deemed necessary by such Multicurrency Global Revolving Lender, blank forms of B/As. It shall be the responsibility of each Multicurrency Global Revolving Lender to maintain an adequate supply of blank forms of B/As for acceptance under this Credit Agreement. Each The Canadian Borrower recognizes and agrees that all B/As signed and/or endorsed on its behalf by any Multicurrency Global Revolving Lender shall bind such the Canadian Borrower as fully and effectually as if manually signed and duly issued by authorized officers of such the Canadian Borrower. Each Multicurrency Global Revolving Lender is hereby authorized to issue such B/As endorsed in blank in such face amounts as may be determined by such Multicurrency Global Revolving Lender; provided that the aggregate face amount thereof is equal to the aggregate face amount of B/As required to be accepted by such Multicurrency Revolving Lender. No Multicurrency Global Revolving Lender shall be liable for any damage, loss or claim arising by reason of any loss or improper use of any such instrument unless such loss or improper use results from the bad faith, gross negligence or willful misconduct of such Multicurrency Revolving Lender. Each Multicurrency Global Revolving Lender shall maintain a record with respect to B/As (i) received by it from the Canadian Administrative Agent in blank hereunder, (ii) voided by it for any reason, (iii) accepted and purchased by it hereunder and (iv) canceled at their respective maturities. Each Multicurrency Global Revolving Lender further agrees to retain such records in the manner and for the periods provided in applicable provincial or Federal statutes and regulations of Canada and to provide such records to each the Canadian Borrower upon its request and at its expense. Upon request by any the Canadian Borrower, a Multicurrency Global Revolving Lender shall cancel all forms of B/A that have been pre-signed or pre-endorsed on behalf of such the Canadian Borrower and that are held by such Multicurrency Revolving Lender and are not required to be issued pursuant to this Credit Agreement.
(e) Drafts of each the Canadian Borrower to be accepted as B/As hereunder shall be signed as set forth in paragraph (d) above. Notwithstanding that any Person whose signature appears on any B/A may no longer be an authorized signatory for any of the Multicurrency Global Revolving Lenders or such the Canadian Borrower at the date of issuance of such B/A, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance and any such B/A so signed shall be binding on such the Canadian Borrower.
(f) Upon acceptance of a B/A by a Multicurrency Global Revolving Lender, such Multicurrency Revolving Lender shall purchase, or arrange the purchase of, such B/A from the applicable Canadian Borrower at the Discount Rate for such Multicurrency Revolving Lender applicable to such B/A accepted by it and provide to the Canadian Administrative Agent the Discount Proceeds for the account of such the Canadian Borrower as provided in Section 2.022.06. The acceptance fee payable by the applicable Canadian Borrower to a Multicurrency Global Revolving Lender under Section 2.09 2.13 in respect of each B/A accepted by such Multicurrency Revolving Lender shall be set off against the Discount Proceeds payable by such Multicurrency Revolving Lender under this paragraph. Notwithstanding the foregoing, in the case of any B/A Drawing resulting from the conversion or continuation of a B/A Drawing or Multicurrency Global Revolving Loan pursuant to Section 2.022.08, the net amount that would otherwise be payable to such the Canadian Borrower by each Lender pursuant to this paragraph will be applied as provided in Section 2.02(f2.08(f).
(g) Each Multicurrency Global Revolving Lender may at any time and from time to time hold, sell, rediscount or otherwise dispose of any or all B/A’s accepted and purchased by it; provided that no such sale or disposition shall cause the amount payable by a Borrower under Section 2.18 to exceed the amount that would have been payable thereunder in the absence of such sale or disposition.
(h) Each B/A accepted and purchased hereunder shall mature at the end of the Contract Period applicable thereto.
(i) Each The Canadian Borrower waives presentment for payment and any other defense to payment of any amounts due to a Multicurrency Global Revolving Lender in respect of a B/A accepted and purchased by it pursuant to this Credit Agreement which that might exist solely by reason of such B/A being held, at the maturity thereof, by such Multicurrency Revolving Lender in its own right and each the Canadian Borrower agrees not to claim any days of grace if such Multicurrency Revolving Lender as holder sues each the Canadian Borrower on the B/A for payment of the amounts payable by such the Canadian Borrower thereunder. On the specified maturity date of a B/A, or such earlier date as may be required pursuant to the provisions of this Credit Agreement, each the Canadian Borrower shall pay the Multicurrency Global Revolving Lender that has accepted and purchased such B/A the full face amount of such B/AA (or shall make provision for the conversion or continuation of such B/A in accordance with Section 2.08) in Canadian Dollars, and after such payment such the Canadian Borrower shall have no further liability in respect of such B/A and such Multicurrency Revolving Lender shall be entitled to all benefits of, and be responsible for all payments due to third parties under, such B/A.
(j) At the option of each the Canadian Borrower and any Multicurrency Global Revolving Lender, B/As under this Credit Agreement to be accepted by such Multicurrency Revolving that Lender may be issued in the form of depository bills for deposit with The Canadian Depository for Securities Limited pursuant to the Depository Bills and Notes Act (Canada). All depository bills so issued shall be governed by the provisions of this Section 2.152.07.
(k) If a Multicurrency Global Revolving Lender is not a chartered bank under the Bank Act (Canada) or if a Multicurrency Global Revolving Lender notifies the Canadian Administrative Agent in writing that it is otherwise unable to accept B/As, such Multicurrency Revolving Lender will, instead of accepting and purchasing B/As, make a Loan (a “B/A Equivalent Loan”) from its Canadian Lending Office to the applicable Canadian Borrower in the amount and for the same term as the draft which that such Multicurrency Revolving Lender would otherwise have been required to accept and purchase hereunder. Each such Multicurrency Revolving Lender may request that such B/A Equivalent Loan be evidenced by a non-interest bearing promissory note, in a form approved by the US Borrower and the Administrative Agent. Each such Lender will provide to the Canadian Administrative Agent the Discount Proceeds of such B/A Equivalent Loan for the account of the applicable Canadian Borrower in the same manner as such Multicurrency Revolving Lender would have provided the Discount Proceeds in respect of the draft which that such Multicurrency Revolving Lender would otherwise have been required to accept and purchase hereunder. Each such B/A Equivalent Loan will bear interest at the same rate which that would result if such Multicurrency Revolving Lender had accepted (and been paid an acceptance feefee for) and purchased (on a discounted basis) a B/A for the relevant Contract Period (it being the intention of the parties that each such B/A Equivalent Loan shall have the same economic consequences for the Multicurrency Global Revolving Lenders and the applicable Canadian Borrower as the B/A which that such B/A Equivalent Loan replaces). All such interest shall be paid in advance on the date such B/A Equivalent Loan is made, and will be deducted from the principal amount of such B/A Equivalent Loan in the same manner in which the Discount Proceeds of a B/A would be deducted from the face amount of the B/A. Subject to the repayment requirements of this Credit Agreement, on the last day of the relevant Contract Period for such B/A Equivalent Loan, the applicable Canadian Borrower shall be entitled to convert each such B/A Equivalent Loan into another type of Multicurrency Revolving Loan, or to roll over each such B/A Equivalent Loan into another B/A Equivalent Loan, all in accordance with the applicable provisions of this Credit Agreement.
(l) If the Administrative Agent determines and promptly notifies the US Borrower that, by reason of circumstances affecting the money market, there is no market for B/As, (i) the right of the Canadian Borrower to request an acceptance and purchase of B/As shall be suspended until the Administrative Agent determines that the circumstances causing such suspension no longer exist and so notifies the US Borrower, and (ii) any notice relating to an acceptance and purchase of B/As that is outstanding at such time shall be deemed to be a notice requesting a Canadian Prime Rate Borrowing (as if it were a notice given pursuant to Section 2.03).
Appears in 1 contract
Samples: Credit Agreement (Compass Minerals International Inc)
Canadian Bankers’ Acceptances. (a) Each acceptance and purchase of B/As of a single Contract Period pursuant to Section Sections 2.01 or 2.02 shall be made ratably by the Multicurrency Revolving Lenders in accordance with their Multicurrency Revolving Commitment Percentage. The failure of any Multicurrency Revolving Lender to accept any B/A required to be accepted by it shall not relieve any other Multicurrency Revolving Lender of its obligations hereunder; provided that the Multicurrency Revolving Commitments are several and no Multicurrency Revolving Lender shall be responsible for any other Multicurrency Revolving Lender’s failure to accept B/As as required.
(b) The B/As of a single Contract Period accepted and purchased on any date shall be in an aggregate amount that is an integral multiple of C$1.0 1,000,0001.0 million and not less than C$5.0 5,000,0005.0 million. The face amount of each B/A shall be C$100,000 or any whole multiple thereof. If any Multicurrency Revolving Lender’s ratable share of the B/As of any Contract Period to be accepted on any date would not be an integral multiple of C$100,000, the face amount of the B/As accepted by such Multicurrency Revolving Lender may be increased or reduced to the nearest integral multiple of C$100,000 by the Canadian Agent in its sole discretion. B/As of more than one Contract Period may be outstanding at the same time; provided that there shall not at any time be more than a total of five (5) B/A Drawings outstanding.
(c) To request an acceptance and purchase of B/As, a Canadian Borrower shall notify the Canadian Agent of such request by telephone or by telecopy not later than 10:00 a.m., Local Time, one Business Day before the date of such acceptance and purchase. Each such Loan Notice shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery or telecopy to the Canadian Agent of a written request in a form approved by the Canadian Agent and signed by such Canadian Borrower. Each such Loan Notice shall specify the following information:
(i) the aggregate face amount of the B/As to be accepted and purchased;
(ii) the date of such acceptance and purchase, which shall be a Business Day;
(iii) the Contract Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Contract Period” (and which shall in no event end after the Revolving Termination Date); and
(iv) the location and number of the applicable Canadian Borrower’s account to which any funds are to be disbursed, which shall comply with the requirements of Section 2.02. If no Contract Period is specified with respect to any requested acceptance and purchase of B/As, then the Canadian Borrower shall be deemed to have selected a Contract Period of 30 days’ duration. Promptly following receipt of a Loan Notice in accordance with this paragraph, the Canadian Agent shall advise each Multicurrency Revolving Lender of the details thereof and of the amount of B/As to be accepted and purchased by such Multicurrency Revolving Lender.
(d) Each Canadian Borrower hereby appoints each Multicurrency Revolving Lender as its attorney to sign and endorse on its behalf, manually or by facsimile or mechanical signature, as and when deemed necessary by such Multicurrency Revolving Lender, blank forms of B/As. It shall be the responsibility of each Multicurrency Revolving Lender to maintain an adequate supply of blank forms of B/As for acceptance under this Credit Agreement. Each Canadian Borrower recognizes and agrees that all B/As signed and/or endorsed on its behalf by any Multicurrency Revolving Lender shall bind such Canadian Borrower as fully and effectually as if manually signed and duly issued by authorized officers of such Canadian Borrower. Each Multicurrency Revolving Lender is hereby authorized to issue such B/As endorsed in blank in such face amounts as may be determined by such Multicurrency Revolving Lender; provided that the aggregate face amount thereof is equal to the aggregate face amount of B/As required to be accepted by such Multicurrency Revolving Lender. No Multicurrency Revolving Lender shall be liable for any damage, loss or claim arising by reason of any loss or improper use of any such instrument unless such loss or improper use results from the gross negligence or willful misconduct of such Multicurrency Revolving Lender. Each Multicurrency Revolving Lender shall maintain a record with respect to B/As (i) received by it from the Canadian Agent in blank hereunder, (ii) voided by it for any reason, (iii) accepted and purchased by it hereunder and (iv) canceled at their respective maturities. Each Multicurrency Revolving Lender further agrees to retain such records in the manner and for the periods provided in applicable provincial or Federal statutes and regulations of Canada and to provide such records to each Canadian Borrower upon its request and at its expense. Upon request by any Canadian Borrower, a Multicurrency Revolving Lender shall cancel all forms of B/A that have been pre-signed or pre-endorsed on behalf of such Canadian Borrower and that are held by such Multicurrency Revolving Lender and are not required to be issued pursuant to this Credit Agreement.
(e) Drafts of each Canadian Borrower to be accepted as B/As hereunder shall be signed as set forth in paragraph (d) above. Notwithstanding that any Person whose signature appears on any B/A may no longer be an authorized signatory for any of the Multicurrency Revolving Lenders or such Canadian Borrower at the date of issuance of such B/A, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance and any such B/A so signed shall be binding on such Canadian Borrower.
(f) Upon acceptance of a B/A by a Multicurrency Revolving Lender, such Multicurrency Revolving Lender shall purchase, or arrange the purchase of, such B/A from the applicable Canadian Borrower at the Discount Rate for such Multicurrency Revolving Lender applicable to such B/A accepted by it and provide to the Canadian Agent the Discount Proceeds for the account of such Canadian Borrower as provided in Section 2.02. The acceptance fee payable by the applicable Canadian Borrower to a Multicurrency Revolving Lender under Section 2.09 in respect of each B/A accepted by such Multicurrency Revolving Lender shall be set off against the Discount Proceeds payable by such Multicurrency Revolving Lender under this paragraph. Notwithstanding the foregoing, in the case of any B/A Drawing resulting from the conversion or continuation of a B/A Drawing or Multicurrency Revolving Loan pursuant to Section 2.02, the net amount that would otherwise be payable to such Canadian Borrower by each Lender pursuant to this paragraph will be applied as provided in Section 2.02(f).
(g) Each Multicurrency Revolving Lender may at any time and from time to time hold, sell, rediscount or otherwise dispose of any or all B/A’s accepted and purchased by it.
(h) Each B/A accepted and purchased hereunder shall mature at the end of the Contract Period applicable thereto.
(i) Each Canadian Borrower waives presentment for payment and any other defense to payment of any amounts due to a Multicurrency Revolving Lender in respect of a B/A accepted and purchased by it pursuant to this Credit Agreement which might exist solely by reason of such B/A being held, at the maturity thereof, by such Multicurrency Revolving Lender in its own right and each Canadian Borrower agrees not to claim any days of grace if such Multicurrency Revolving Lender as holder sues each Canadian Borrower on the B/A for payment of the amounts payable by such Canadian Borrower thereunder. On the specified maturity date of a B/A, or such earlier date as may be required pursuant to the provisions of this Credit Agreement, each Canadian Borrower shall pay the Multicurrency Revolving Lender that has accepted and purchased such B/A the full face amount of such B/A, and after such payment such Canadian Borrower shall have no further liability in respect of such B/A and such Multicurrency Revolving Lender shall be entitled to all benefits of, and be responsible for all payments due to third parties under, such B/A.
(j) At the option of each Canadian Borrower and any Multicurrency Revolving Lender, B/As under this Credit Agreement to be accepted by such Multicurrency Revolving Lender may be issued in the form of depository bills for deposit with The Canadian Depository for Securities Limited pursuant to the Depository Bills and Notes Act (Canada). All depository bills so issued shall be governed by the provisions of this Section 2.15.
(k) If a Multicurrency Revolving Lender is not a chartered bank under the Bank Act (Canada) or if a Multicurrency Revolving Lender notifies the Canadian Agent in writing that it is otherwise unable to accept B/As, such Multicurrency Revolving Lender will, instead of accepting and purchasing B/As, make a Loan (a “B/A Equivalent Loan”) to the applicable Canadian Borrower in the amount and for the same term as the draft which such Multicurrency Revolving Lender would otherwise have been required to accept and purchase hereunder. Each such Multicurrency Revolving Lender will provide to the Canadian Agent the Discount Proceeds of such B/A Equivalent Loan for the account of the applicable Canadian Borrower in the same manner as such Multicurrency Revolving Lender would have provided the Discount Proceeds in respect of the draft which such Multicurrency Revolving Lender would otherwise have been required to accept and purchase hereunder. Each such B/A Equivalent Loan will bear interest at the same rate which would result if such Multicurrency Revolving Lender had accepted (and been paid an acceptance fee) and purchased (on a discounted basis) a B/A for the relevant Contract Period (it being the intention of the parties that each such B/A Equivalent Loan shall have the same economic consequences for the Multicurrency Revolving Lenders and the applicable Canadian Borrower as the B/A which such B/A Equivalent Loan replaces). All such interest shall be paid in advance on the date such B/A Equivalent Loan is made, and will be deducted from the principal amount of such B/A Equivalent Loan in the same manner in which the Discount Proceeds of a B/A would be deducted from the face amount of the B/A. Subject to the repayment requirements of this Credit Agreement, on the last day of the relevant Contract Period for such B/A Equivalent Loan, the applicable Canadian Borrower shall be entitled to convert each such B/A Equivalent Loan into another type of Multicurrency Revolving Loan, or to roll over each such B/A Equivalent Loan into another B/A Equivalent Loan, all in accordance with the applicable provisions of this Credit Agreement.
Appears in 1 contract
Canadian Bankers’ Acceptances. (a) Each acceptance and purchase of B/As of a single Contract Period pursuant to Section Sections 2.01 or 2.02 shall be made ratably by the Multicurrency Revolving Lenders in accordance with their Multicurrency Revolving Commitment Percentage. The failure of any Multicurrency Revolving Lender to accept any B/A required to be accepted by it shall not relieve any other Multicurrency Revolving Lender of its obligations hereunder; provided that the Multicurrency Revolving Commitments are several and no Multicurrency Revolving Lender shall be responsible for any other Multicurrency Revolving Lender’s failure to accept B/As as required.
(b) The B/As of a single Contract Period accepted and purchased on any date shall be in an aggregate amount that is an integral multiple of C$1.0 million 1,000,000 and not less than C$5.0 million5,000,000. The face amount of each B/A shall be C$100,000 or any whole multiple thereof. If any Multicurrency Revolving Lender’s ratable share of the B/As of any Contract Period to be accepted on any date would not be an integral multiple of C$100,000, the face amount of the B/As accepted by such Multicurrency Revolving Lender may be increased or reduced to the nearest integral multiple of C$100,000 by the Canadian Agent in its sole discretion. B/As of more than one Contract Period may be outstanding at the same time; provided that there shall not at any time be more than a total of five (5) B/A Drawings outstanding.
(c) To request an acceptance and purchase of B/As, a Canadian Borrower shall notify the Canadian Agent of such request by telephone or by telecopy not later than 10:00 a.m., Local Time, one Business Day before the date of such acceptance and purchase. Each such Loan Notice shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery or telecopy to the Canadian Agent of a written request in a form approved by the Canadian Agent and signed by such Canadian Borrower. Each such Loan Notice shall specify the following information:
(i) the aggregate face amount of the B/As to be accepted and purchased;
(ii) the date of such acceptance and purchase, which shall be a Business Day;
(iii) the Contract Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Contract Period” (and which shall in no event end after the Revolving Termination Date); and
(iv) the location and number of the applicable Canadian Borrower’s account to which any funds are to be disbursed, which shall comply with the requirements of Section 2.02. If no Contract Period is specified with respect to any requested acceptance and purchase of B/As, then the Canadian Borrower shall be deemed to have selected a Contract Period of 30 days’ duration. Promptly following receipt of a Loan Notice in accordance with this paragraph, the Canadian Agent shall advise each Multicurrency Revolving Lender of the details thereof and of the amount of B/As to be accepted and purchased by such Multicurrency Revolving Lender.
(d) Each Canadian Borrower hereby appoints each Multicurrency Revolving Lender as its attorney to sign and endorse on its behalf, manually or by facsimile or mechanical signature, as and when deemed necessary by such Multicurrency Revolving Lender, blank forms of B/As. It shall be the responsibility of each Multicurrency Revolving Lender to maintain an adequate supply of blank forms of B/As for acceptance under this Credit Agreement. Each Canadian Borrower recognizes and agrees that all B/As signed and/or endorsed on its behalf by any Multicurrency Revolving Lender shall bind such Canadian Borrower as fully and effectually as if manually signed and duly issued by authorized officers of such Canadian Borrower. Each Multicurrency Revolving Lender is hereby authorized to issue such B/As endorsed in blank in such face amounts as may be determined by such Multicurrency Revolving Lender; provided that the aggregate face amount thereof is equal to the aggregate face amount of B/As required to be accepted by such Multicurrency Revolving Lender. No Multicurrency Revolving Lender shall be liable for any damage, loss or claim arising by reason of any loss or improper use of any such instrument unless such loss or improper use results from the gross negligence or willful misconduct of such Multicurrency Revolving Lender. Each Multicurrency Revolving Lender shall maintain a record with respect to B/As (i) received by it from the Canadian Agent in blank hereunder, (ii) voided by it for any reason, (iii) accepted and purchased by it hereunder and (iv) canceled at their respective maturities. Each Multicurrency Revolving Lender further agrees to retain such records in the manner and for the periods provided in applicable provincial or Federal statutes and regulations of Canada and to provide such records to each Canadian Borrower upon its request and at its expense. Upon request by any Canadian Borrower, a Multicurrency Revolving Lender shall cancel all forms of B/A that have been pre-signed or pre-endorsed on behalf of such Canadian Borrower and that are held by such Multicurrency Revolving Lender and are not required to be issued pursuant to this Credit Agreement.
(e) Drafts of each Canadian Borrower to be accepted as B/As hereunder shall be signed as set forth in paragraph (d) above. Notwithstanding that any Person whose signature appears on any B/A may no longer be an authorized signatory for any of the Multicurrency Revolving Lenders or such Canadian Borrower at the date of issuance of such B/A, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance and any such B/A so signed shall be binding on such Canadian Borrower.
(f) Upon acceptance of a B/A by a Multicurrency Revolving Lender, such Multicurrency Revolving Lender shall purchase, or arrange the purchase of, such B/A from the applicable Canadian Borrower at the Discount Rate for such Multicurrency Revolving Lender applicable to such B/A accepted by it and provide to the Canadian Agent the Discount Proceeds for the account of such Canadian Borrower as provided in Section 2.02. The acceptance fee payable by the applicable Canadian Borrower to a Multicurrency Revolving Lender under Section 2.09 in respect of each B/A accepted by such Multicurrency Revolving Lender shall be set off against the Discount Proceeds payable by such Multicurrency Revolving Lender under this paragraph. Notwithstanding the foregoing, in the case of any B/A Drawing resulting from the conversion or continuation of a B/A Drawing or Multicurrency Revolving Loan pursuant to Section 2.02, the net amount that would otherwise be payable to such Canadian Borrower by each Lender pursuant to this paragraph will be applied as provided in Section 2.02(f).
(g) Each Multicurrency Revolving Lender may at any time and from time to time hold, sell, rediscount or otherwise dispose of any or all B/A’s accepted and purchased by it.
(h) Each B/A accepted and purchased hereunder shall mature at the end of the Contract Period applicable thereto.
(i) Each Canadian Borrower waives presentment for payment and any other defense to payment of any amounts due to a Multicurrency Revolving Lender in respect of a B/A accepted and purchased by it pursuant to this Credit Agreement which might exist solely by reason of such B/A being held, at the maturity thereof, by such Multicurrency Revolving Lender in its own right and each Canadian Borrower agrees not to claim any days of grace if such Multicurrency Revolving Lender as holder sues each Canadian Borrower on the B/A for payment of the amounts payable by such Canadian Borrower thereunder. On the specified maturity date of a B/A, or such earlier date as may be required pursuant to the provisions of this Credit Agreement, each Canadian Borrower shall pay the Multicurrency Revolving Lender that has accepted and purchased such B/A the full face amount of such B/A, and after such payment such Canadian Borrower shall have no further liability in respect of such B/A and such Multicurrency Revolving Lender shall be entitled to all benefits of, and be responsible for all payments due to third parties under, such B/A.
(j) At the option of each Canadian Borrower and any Multicurrency Revolving Lender, B/As under this Credit Agreement to be accepted by such Multicurrency Revolving Lender may be issued in the form of depository bills for deposit with The Canadian Depository for Securities Limited pursuant to the Depository Bills and Notes Act (Canada). All depository bills so issued shall be governed by the provisions of this Section 2.15.
(k) If a Multicurrency Revolving Lender is not a chartered bank under the Bank Act (Canada) or if a Multicurrency Revolving Lender notifies the Canadian Agent in writing that it is otherwise unable to accept B/As, such Multicurrency Revolving Lender will, instead of accepting and purchasing B/As, make a Loan (a “B/A Equivalent Loan”) to the applicable Canadian Borrower in the amount and for the same term as the draft which such Multicurrency Revolving Lender would otherwise have been required to accept and purchase hereunder. Each such Multicurrency Revolving Lender will provide to the Canadian Agent the Discount Proceeds of such B/A Equivalent Loan for the account of the applicable Canadian Borrower in the same manner as such Multicurrency Revolving Lender would have provided the Discount Proceeds in respect of the draft which such Multicurrency Revolving Lender would otherwise have been required to accept and purchase hereunder. Each such B/A Equivalent Loan will bear interest at the same rate which would result if such Multicurrency Revolving Lender had accepted (and been paid an acceptance fee) and purchased (on a discounted basis) a B/A for the relevant Contract Period (it being the intention of the parties that each such B/A Equivalent Loan shall have the same economic consequences for the Multicurrency Revolving Lenders and the applicable Canadian Borrower as the B/A which such B/A Equivalent Loan replaces). All such interest shall be paid in advance on the date such B/A Equivalent Loan is made, and will be deducted from the principal amount of such B/A Equivalent Loan in the same manner in which the Discount Proceeds of a B/A would be deducted from the face amount of the B/A. Subject to the repayment requirements of this Credit Agreement, on the last day of the relevant Contract Period for such B/A Equivalent Loan, the applicable Canadian Borrower shall be entitled to convert each such B/A Equivalent Loan into another type of Multicurrency Revolving Loan, or to roll over each such B/A Equivalent Loan into another B/A Equivalent Loan, all in accordance with the applicable provisions of this Credit Agreement.
Appears in 1 contract
Canadian Bankers’ Acceptances. (a) Each acceptance and purchase of B/As of a single Contract Period pursuant to Section 2.01 2.01(d) or 2.02 Section 2.08 shall be made ratably by the Multicurrency Revolving Canadian Tranche Lenders in accordance with the amounts of their Multicurrency Revolving Commitment PercentageCanadian Tranche Commitments. The failure of any Multicurrency Revolving Canadian Tranche Lender to accept any B/A required to be accepted by it shall not relieve any other Multicurrency Revolving Canadian Tranche Lender of its obligations hereunder; provided that the Multicurrency Revolving Canadian Tranche Commitments are several and no Multicurrency Revolving Canadian Tranche Lender shall be responsible for any other Multicurrency Revolving Canadian Tranche Lender’s 's failure to accept B/As as required.
(b) The B/As of a single Contract Period accepted and purchased on any date shall be in an aggregate amount that is an integral multiple of C$1.0 million 1,000,000 and not less than C$5.0 million5,000,000. The face amount of each B/A shall be C$100,000 or any whole multiple thereof. If any Multicurrency Revolving Canadian Tranche Lender’s 's ratable share of the B/As of any Contract Period to be accepted on any date would not be an integral multiple of C$100,000, the face amount of the B/As accepted by such Multicurrency Revolving Lender may be increased or reduced to the nearest integral multiple of C$100,000 by the Canadian Agent in its sole discretion. B/As of more than one Contract Period may be outstanding at the same time; provided that there shall not at any time be more than a total of five (5) three B/A Drawings outstanding.
(c) To request an acceptance and purchase of B/As, a Canadian Borrower shall notify the Canadian Agent of such request by telephone or by telecopy not later than 10:00 a.m., Local Time, one Business Day before the date of such acceptance and purchase. Each such Loan Notice request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery or telecopy to the Canadian Agent of a written request in a form approved by the Canadian Agent and signed by such Canadian Borrower. Each such Loan Notice telephonic and written request shall specify the following information:
(i) the aggregate face amount of the B/As to be accepted and purchased;
(ii) the date of such acceptance and purchase, which shall be a Business Day;
(iii) the Contract Period to be applicable thereto, which shall be a period contemplated by the definition of the term “"Contract Period” " (and which shall in no event end after the Revolving Termination Maturity Date); and
(iv) the location and number of the applicable Canadian Borrower’s 's account to which any funds are to be disbursed, which shall comply with the requirements of Section 2.022.07. If no Contract Period is specified with respect to any requested acceptance and purchase of B/As, then the Canadian Borrower shall be deemed to have selected a Contract Period of 30 days’ ' duration. Promptly following receipt of a Loan Notice in accordance with this paragraph, the Canadian Agent shall advise each Multicurrency Revolving Lender of the details thereof and of the amount of B/As to be accepted and purchased by such Multicurrency Revolving Lender.
(d) Each Canadian Borrower hereby appoints each Multicurrency Revolving Lender as its attorney to sign and endorse on its behalf, manually or by facsimile or mechanical signature, as and when deemed necessary by such Multicurrency Revolving Lender, blank forms of B/As. It shall be the responsibility of each Multicurrency Revolving Lender to maintain an adequate supply of blank forms of B/As for acceptance under this Credit Agreement. Each Canadian Borrower recognizes and agrees that all B/As signed and/or endorsed on its behalf by any Multicurrency Revolving Lender shall bind such Canadian Borrower as fully and effectually as if manually signed and duly issued by authorized officers of such Canadian Borrower. Each Multicurrency Revolving Lender is hereby authorized to issue such B/As endorsed in blank in such face amounts as may be determined by such Multicurrency Revolving Lender; provided that the aggregate face amount thereof is equal to the aggregate face amount of B/As required to be accepted by such Multicurrency Revolving Lender. No Multicurrency Revolving Lender shall be liable for any damage, loss or claim arising by reason of any loss or improper use of any such instrument unless such loss or improper use results from the gross negligence or willful misconduct of such Multicurrency Revolving Lender. Each Multicurrency Revolving Lender shall maintain a record with respect to B/As (i) received by it from the Canadian Agent in blank hereunder, (ii) voided by it for any reason, (iii) accepted and purchased by it hereunder and (iv) canceled at their respective maturities. Each Multicurrency Revolving Lender further agrees to retain such records in the manner and for the periods provided in applicable provincial or Federal statutes and regulations of Canada and to provide such records to each Canadian Borrower upon its request and at its expense. Upon request by any Canadian Borrower, a Multicurrency Revolving Lender shall cancel all forms of B/A that have been pre-signed or pre-endorsed on behalf of such Canadian Borrower and that are held by such Multicurrency Revolving Lender and are not required to be issued pursuant to this Credit Agreement.
(e) Drafts of each Canadian Borrower to be accepted as B/As hereunder shall be signed as set forth in paragraph (d) above. Notwithstanding that any Person whose signature appears on any B/A may no longer be an authorized signatory for any of the Multicurrency Revolving Lenders or such Canadian Borrower at the date of issuance of such B/A, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance and any such B/A so signed shall be binding on such Canadian Borrower.
(f) Upon acceptance of a B/A by a Multicurrency Revolving Lender, such Multicurrency Revolving Lender shall purchase, or arrange the purchase of, such B/A from the applicable Canadian Borrower at the Discount Rate for such Multicurrency Revolving Lender applicable to such B/A accepted by it and provide to the Canadian Agent the Discount Proceeds for the account of such Canadian Borrower as provided in Section 2.02. The acceptance fee payable by the applicable Canadian Borrower to a Multicurrency Revolving Lender under Section 2.09 in respect of each B/A accepted by such Multicurrency Revolving Lender shall be set off against the Discount Proceeds payable by such Multicurrency Revolving Lender under this paragraph. Notwithstanding the foregoing, in the case of any B/A Drawing resulting from the conversion or continuation of a B/A Drawing or Multicurrency Revolving Loan pursuant to Section 2.02, the net amount that would otherwise be payable to such Canadian Borrower by each Lender pursuant to this paragraph will be applied as provided in Section 2.02(f).
(g) Each Multicurrency Revolving Lender may at any time and from time to time hold, sell, rediscount or otherwise dispose of any or all B/A’s accepted and purchased by it.
(h) Each B/A accepted and purchased hereunder shall mature at the end of the Contract Period applicable thereto.
(i) Each Canadian Borrower waives presentment for payment and any other defense to payment of any amounts due to a Multicurrency Revolving Lender in respect of a B/A accepted and purchased by it pursuant to this Credit Agreement which might exist solely by reason of such B/A being held, at the maturity thereof, by such Multicurrency Revolving Lender in its own right and each Canadian Borrower agrees not to claim any days of grace if such Multicurrency Revolving Lender as holder sues each Canadian Borrower on the B/A for payment of the amounts payable by such Canadian Borrower thereunder. On the specified maturity date of a B/A, or such earlier date as may be required pursuant to the provisions of this Credit Agreement, each Canadian Borrower shall pay the Multicurrency Revolving Lender that has accepted and purchased such B/A the full face amount of such B/A, and after such payment such Canadian Borrower shall have no further liability in respect of such B/A and such Multicurrency Revolving Lender shall be entitled to all benefits of, and be responsible for all payments due to third parties under, such B/A.
(j) At the option of each Canadian Borrower and any Multicurrency Revolving Lender, B/As under this Credit Agreement to be accepted by such Multicurrency Revolving Lender may be issued in the form of depository bills for deposit with The Canadian Depository for Securities Limited pursuant to the Depository Bills and Notes Act (Canada). All depository bills so issued shall be governed by the provisions of this Section 2.15.
(k) If a Multicurrency Revolving Lender is not a chartered bank under the Bank Act (Canada) or if a Multicurrency Revolving Lender notifies the Canadian Agent in writing that it is otherwise unable to accept B/As, such Multicurrency Revolving Lender will, instead of accepting and purchasing B/As, make a Loan (a “B/A Equivalent Loan”) to the applicable Canadian Borrower in the amount and for the same term as the draft which such Multicurrency Revolving Lender would otherwise have been required to accept and purchase hereunder. Each such Multicurrency Revolving Lender will provide to the Canadian Agent the Discount Proceeds of such B/A Equivalent Loan for the account of the applicable Canadian Borrower in the same manner as such Multicurrency Revolving Lender would have provided the Discount Proceeds in respect of the draft which such Multicurrency Revolving Lender would otherwise have been required to accept and purchase hereunder. Each such B/A Equivalent Loan will bear interest at the same rate which would result if such Multicurrency Revolving Lender had accepted (and been paid an acceptance fee) and purchased (on a discounted basis) a B/A for the relevant Contract Period (it being the intention of the parties that each such B/A Equivalent Loan shall have the same economic consequences for the Multicurrency Revolving Lenders and the applicable Canadian Borrower as the B/A which such B/A Equivalent Loan replaces). All such interest shall be paid in advance on the date such B/A Equivalent Loan is made, and will be deducted from the principal amount of such B/A Equivalent Loan in the same manner in which the Discount Proceeds of a B/A would be deducted from the face amount of the B/A. Subject to the repayment requirements of this Credit Agreement, on the last day of the relevant Contract Period for such B/A Equivalent Loan, the applicable Canadian Borrower shall be entitled to convert each such B/A Equivalent Loan into another type of Multicurrency Revolving Loan, or to roll over each such B/A Equivalent Loan into another B/A Equivalent Loan, all in accordance with the applicable provisions of this Credit Agreement.
Appears in 1 contract
Samples: Credit Agreement (Kellogg Co)
Canadian Bankers’ Acceptances. (a) Each acceptance and ------------------------------ purchase of B/As of a single Contract Period pursuant to Section 2.01 2.01(c) or 2.02 Section 2.08 shall be made ratably by the Multicurrency Revolving Canadian Lenders in accordance with the amounts of their Multicurrency Canadian Revolving Commitment PercentageLoan Sub-Commitments. The failure of any Multicurrency Revolving Canadian Lender to accept any B/A required to be accepted by it shall not relieve any other Multicurrency Revolving Canadian Lender of its obligations hereunder; provided that -------- the Multicurrency Canadian Revolving Loan Sub-Commitments are several and no Multicurrency Revolving Canadian Lender shall be responsible for any other Multicurrency Revolving Canadian Lender’s 's failure to accept B/As as required.
(b) The B/As of a single Contract Period accepted and purchased on any date shall be in an aggregate amount that is an integral multiple of C$1.0 million 1,000,000 and not less than C$5.0 million2,000,000. The face amount of each B/A shall be C$100,000 or any whole multiple thereof. If any Multicurrency Revolving Canadian Lender’s 's ratable share of the B/As of any Contract Period to be accepted on any date would not be an integral multiple of C$100,000, the face amount of the B/As accepted by such Multicurrency Revolving Lender may be increased or reduced to the nearest integral multiple of C$100,000 by the Canadian Agent in its sole discretion. B/As of more than one Contract Period may be outstanding at the same time; provided that there shall not at any time be -------- more than a total of five (5) B/A Drawings outstandingoutstanding (or such greater number as the Applicable Agent shall agree).
(c) To request an acceptance and purchase of B/As, a the Canadian Borrower shall notify the Canadian Agent of such request by telephone or by telecopy not later than 10:00 11:00 a.m., Local Time, one Business Day before the date of such acceptance and purchase. Each such Loan Notice request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery or telecopy to the Canadian Agent of a written request in a form approved by the Canadian Agent and signed by such the Canadian Borrower. Each such Loan Notice telephonic and written request shall specify the following information:
(i) the aggregate face amount of the B/As to be accepted and purchased;
(ii) the date of such acceptance and purchase, which shall be a Business Day;
(iii) the Contract Period to be applicable thereto, which shall be a period contemplated by the definition of the term “"Contract Period” " (and which shall in no event end after the Revolving Termination Maturity Date); and
(iv) the location and number of the applicable Canadian Borrower’s 's account to which any funds are to be disbursed, which shall comply with the requirements of Section 2.022.06. If no Contract Period is specified with respect to any requested acceptance and purchase of B/As, then the Canadian Borrower shall be deemed to have selected a Contract Period of 30 days’ ' duration. Promptly following receipt of a Loan Notice request in accordance with this paragraph, the Canadian Agent shall advise each Multicurrency Revolving Canadian Lender of the details thereof and of the amount of B/As to be accepted and purchased by such Multicurrency Revolving Lender.
(d) Each The Canadian Borrower hereby appoints each Multicurrency Revolving Canadian Lender as its attorney to sign and endorse on its behalf, manually or by facsimile or mechanical signature, as and when deemed necessary by such Multicurrency Revolving Lender, blank forms of B/As. It shall be the responsibility of each Multicurrency Revolving Canadian Lender to maintain an adequate supply of blank forms of B/As for acceptance under this Credit Agreement. Each The Canadian Borrower recognizes and agrees that all B/As signed and/or endorsed on its behalf by any Multicurrency Revolving Canadian Lender shall bind such the Canadian Borrower as fully and effectually as if manually signed and duly issued by authorized officers of such the Canadian Borrower. Each Multicurrency Revolving Canadian Lender is hereby authorized to issue such B/As endorsed in blank in such face amounts as may be determined by such Multicurrency Revolving Lender; provided that the aggregate face amount thereof is equal to the aggregate face -------- amount of B/As required to be accepted by such Multicurrency Revolving Lender. No Multicurrency Revolving Canadian Lender shall be liable for any damage, loss or claim arising by reason of any loss or improper use of any such instrument unless such loss or improper use results from the bad faith, gross negligence or willful misconduct of such Multicurrency Revolving Lender. Each Multicurrency Revolving Canadian Lender shall maintain a record with respect to B/As (i) received by it from the Canadian Agent in blank hereunder, (ii) voided by it for any reason, (iii) accepted and purchased by it hereunder and (iv) canceled at their respective maturities. Each Multicurrency Revolving Canadian Lender further agrees to retain such records in the manner and for the periods provided in applicable provincial or Federal statutes and regulations of Canada and to provide such records to each the Canadian Borrower upon its request and at its expense. Upon request by any the Canadian Borrower, a Multicurrency Revolving Lender shall cancel all forms of B/A that have been pre-signed or pre-endorsed on behalf of such the Canadian Borrower and that are held by such Multicurrency Revolving Lender and are not required to be issued pursuant to this Credit Agreement.
(e) Drafts of each the Canadian Borrower to be accepted as B/As hereunder shall be signed as set forth in paragraph (d) above. Notwithstanding that any Person whose signature appears on any B/A may no longer be an authorized signatory for any of the Multicurrency Revolving Lenders or such the Canadian Borrower at the date of issuance of such B/A, such signature shall nevertheless be 57 valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance and any such B/A so signed shall be binding on such the Canadian Borrower.
(f) Upon acceptance of a B/A by a Multicurrency Revolving Lender, such Multicurrency Revolving Lender shall purchase, or arrange the purchase of, such B/A from the applicable Canadian Borrower at the Discount Rate for such Multicurrency Revolving Lender applicable to such B/A accepted by it and provide to the Canadian Agent the Discount Proceeds for the account of such the Canadian Borrower as provided in Section 2.022.07. The acceptance fee payable by the applicable Canadian Borrower to a Multicurrency Revolving Lender under Section 2.09 2.13 in respect of each B/A accepted by such Multicurrency Revolving Lender shall be set off against the Discount Proceeds payable by such Multicurrency Revolving Lender under this paragraph. Notwithstanding the foregoing, in the case of any B/A Drawing resulting from the conversion or continuation of a B/A Drawing or Multicurrency Canadian Revolving Loan pursuant to Section 2.022.08, the net amount that would otherwise be payable to such the Canadian Borrower by each Lender pursuant to this paragraph will be applied as provided in Section 2.02(f2.08(f).
(g) Each Multicurrency Revolving Lender may at any time and from time to time hold, sell, rediscount or otherwise dispose of any or all B/A’s 's accepted and purchased by it; provided that no such sale or disposition shall cause the amount payable by a Borrower under Section 2.18 to exceed the amount that would have been payable thereunder in the absence of such sale or disposition.
(h) Each B/A accepted and purchased hereunder shall mature at the end of the Contract Period applicable thereto.
(i) Each The Canadian Borrower waives presentment for payment and any other defense to payment of any amounts due to a Multicurrency Revolving Lender in respect of a B/A accepted and purchased by it pursuant to this Credit Agreement which that might exist solely by reason of such B/A being held, at the maturity thereof, by such Multicurrency Revolving Lender in its own right and each the Canadian Borrower agrees not to claim any days of grace if such Multicurrency Revolving Lender as holder sues each the Canadian Borrower on the B/A for payment of the amounts payable by such the Canadian Borrower thereunder. On the specified maturity date of a B/A, or such earlier date as may be required pursuant to the provisions of this Credit Agreement, each the Canadian Borrower shall pay the Multicurrency Revolving Lender that has accepted and purchased such B/A the full face amount of such B/AA (or shall make provision for the conversion or continuation of such B/A in accordance with Section 2.08) in Canadian Dollars, and after such payment such the Canadian Borrower shall have no further liability in respect of such B/A and such Multicurrency Revolving Lender shall be entitled to all benefits of, and be responsible for all payments due to third parties under, such B/A.
(j) At the option of each the Canadian Borrower and any Multicurrency Revolving Lender, B/As under this Credit Agreement to be accepted by such Multicurrency Revolving that Lender may be issued in the form of depository bills for deposit with The Canadian Depository for Securities Limited pursuant to the Depository Bills and Notes Act (Canada). All depository bills so issued shall be governed by the provisions of this Section 2.152.07.
(k) If a Multicurrency Revolving Canadian Lender is not a chartered bank under the Bank Act (Canada) or if a Multicurrency Revolving Canadian Lender notifies the Canadian Agent in writing that it is otherwise unable to accept B/As, such Multicurrency Revolving Canadian Lender will, instead of accepting and purchasing B/As, make a Loan (a “"B/A Equivalent Loan”") from its ------------------- Canadian Lending Office to the applicable Canadian Borrower in the amount and for the same term as the draft which that such Multicurrency Revolving Canadian Lender would otherwise have been required to accept and purchase hereunder. Each such Multicurrency Revolving Canadian Lender will provide to the Canadian Agent the Discount Proceeds of such B/A Equivalent Loan for the account of the applicable Canadian Borrower in the same manner as such Multicurrency Revolving Lender would have provided the Discount Proceeds in respect of the draft which such Multicurrency Revolving Lender would otherwise have been required to accept and purchase hereunder. Each such B/A Equivalent Loan will bear interest at the same rate which would result if such Multicurrency Revolving Lender had accepted (and been paid an acceptance fee) and purchased (on a discounted basis) a B/A for the relevant Contract Period (it being the intention of the parties may request that each such B/A Equivalent Loan shall have the same economic consequences for the Multicurrency Revolving Lenders and the applicable Canadian Borrower as the B/A which such B/A Equivalent Loan replaces). All such interest shall be paid in advance on the date such B/A Equivalent Loan is made, and will be deducted from the principal amount of such B/A Equivalent Loan in the same manner in which the Discount Proceeds of a B/A would be deducted from the face amount of the B/A. Subject to the repayment requirements of this Credit Agreement, on the last day of the relevant Contract Period for such B/A Equivalent Loan, the applicable Canadian Borrower shall be entitled to convert each such B/A Equivalent Loan into another type of Multicurrency Revolving Loan, or to roll over each such B/A Equivalent Loan into another B/A Equivalent Loan, all in accordance with the applicable provisions of this Credit Agreement.such
Appears in 1 contract
Canadian Bankers’ Acceptances. (a) Each acceptance and purchase of B/As of a single Contract Period pursuant to Section 2.01 2.01(a) or 2.02 Section 2.07 shall be made ratably by the Multicurrency Revolving Global Tranche Lenders in accordance with the amounts of their Multicurrency Revolving Commitment PercentageGlobal Tranche Commitments. The failure of any Multicurrency Revolving Global Tranche Lender to accept any B/A required to be accepted by it shall not relieve any other Multicurrency Revolving Global Tranche Lender of its obligations hereunder; provided that the Multicurrency Revolving Global Tranche Commitments are several and no Multicurrency Revolving Global Tranche Lender shall be responsible for any other Multicurrency Revolving Global Tranche Lender’s failure to accept B/As as required. Each Lender at its option may accept and purchase any B/A by causing any Canadian lending office or Canadian Affiliate of such Lender to accept and purchase such B/A, and all references in this Section to “Lender” shall apply to any such Canadian lending office or Canadian Affiliate of such Lender.
(b) The B/As of a single Contract Period accepted and purchased on any date shall be in an aggregate amount that is an integral multiple of C$1.0 million Cdn.$1,000,000 and not less than C$5.0 million. The face amount of each B/A shall be C$100,000 or any whole multiple thereofCdn.$5,000,000. If any Multicurrency Revolving Global Tranche Lender’s ratable share of the B/As of any Contract Period to be accepted on any date would not be an integral multiple of C$100,000Cdn.$100,000, the face amount of the B/As accepted by such Multicurrency Revolving Lender may be increased or reduced to the nearest integral multiple of C$100,000 Cdn.$100,000 by the Canadian Administrative Agent in its sole discretion. B/As of more than one Contract Period may be outstanding at the same time; provided that there shall not at any time be more than a total of five (5) seven B/A Drawings outstanding, or such greater number agreed to by the Administrative Agent.
(c) To request an acceptance and purchase of B/As, a Canadian Borrower Borrowing Subsidiary shall notify the Canadian Administrative Agent of such request by telephone or by telecopy written notice not later than 10:00 a.m., Local Time, one Business Day before the date of such acceptance and purchase. Each such Loan Notice request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery or telecopy written notice to the Canadian Administrative Agent of a written request in a form approved by the Canadian Administrative Agent and signed by such Canadian BorrowerBxxxxxxx. Each such Loan Notice telephonic and written request shall specify the following information:
(i) the aggregate face amount of the B/As to be accepted and purchased;
(ii) the date of such acceptance and purchase, which shall be a Business Day;
(iii) the Contract Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Contract Period” (and which shall in no event end after the Revolving Termination Maturity Date); and
(iv) the location and number of the applicable Canadian BorrowerBorrowing Subsidiary’s account to which any funds are to be disbursed, which shall comply with the requirements of Section 2.02. If no Contract Period is specified with respect to any requested acceptance and purchase of B/As, then the Canadian Borrower Borrowing Subsidiary shall be deemed to have selected a Contract Period of 30 days’ duration. Promptly following receipt of a Loan Notice request in accordance with this paragraph, the Canadian Administrative Agent shall advise each Multicurrency Revolving Global Tranche Lender of the details thereof and of the amount of B/As to be accepted and purchased by such Multicurrency Revolving LenderLxxxxx.
(d) Each Canadian Borrower Borrowing Subsidiary hereby appoints each Multicurrency Revolving Global Tranche Lender as its attorney to sign and endorse on its behalf, manually or by facsimile or mechanical signature, as and when deemed necessary by such Multicurrency Revolving LenderLxxxxx, blank forms of B/As, each Lender hereby agreeing that it will not sign or endorse B/As in excess of those required in connection with B/A Drawings that have been requested by the Canadian Borrowing Subsidiaries hereunder. It shall be the responsibility of each Multicurrency Revolving Global Tranche Lender to maintain an adequate supply of blank forms of B/As for acceptance under this Credit Agreement. Each Canadian Borrower Borrowing Subsidiary recognizes and agrees that all B/As signed and/or endorsed on its behalf by any Multicurrency Revolving Global Tranche Lender in accordance with such Canadian Borrowing Subsidiary’s written request shall bind such Canadian Borrower Borrowing Subsidiary as fully and effectually as if manually signed and duly issued by authorized officers of such Canadian BorrowerBorrowing Subsidiary. Each Multicurrency Revolving Global Tranche Lender is hereby authorized to issue such B/As endorsed in blank in such face amounts as may be determined by such Multicurrency Revolving Lender; provided that the aggregate face amount thereof is equal to the aggregate face amount of B/As required to be accepted by such Multicurrency Revolving LenderLender in accordance with such Canadian Borrowing Subsidiary’s written request. No Multicurrency Revolving Global Tranche Lender shall be liable for any damage, loss or claim arising by reason of any loss or improper use of any such instrument unless such loss or improper use results from the bad faith, gross negligence or willful misconduct of such Multicurrency Revolving Lender. Each Multicurrency Revolving Global Tranche Lender shall maintain a record with respect to B/As (i) received by it from the Canadian Administrative Agent in blank hereunder, (ii) voided by it for any reason, (iii) accepted and purchased by it hereunder and (iv) canceled at their respective maturities. Each Multicurrency Revolving Global Tranche Lender further agrees to retain such records in the manner and for the periods provided in applicable provincial or Federal federal statutes and regulations of Canada and to provide such records to each Canadian Borrower Borrowing Subsidiary upon its request and at its expense. Upon request by any Canadian BorrowerBorrowing Subsidiary, a Multicurrency Revolving Global Tranche Lender shall cancel all forms of B/A that have been pre-signed or pre-endorsed on behalf of such Canadian Borrower Borrowing Subsidiary and that are held by such Multicurrency Revolving Global Tranche Lender and are not required to be issued pursuant to this Credit Agreement.
(e) Drafts of each Canadian Borrower Borrowing Subsidiary to be accepted as B/As hereunder shall be signed as set forth in paragraph (d) above. Notwithstanding that any Person whose signature appears on any B/A may no longer be an authorized signatory for any of the Multicurrency Revolving Lenders or such Canadian Borrower Borrowing Subsidiary at the date of issuance of such B/A, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance and any such B/A so signed and properly completed shall be binding on such Canadian BorrowerBorrowing Subsidiary.
(f) Upon acceptance of a B/A by a Multicurrency Revolving Lender, such Multicurrency Revolving Lender shall purchase, or arrange the purchase of, such B/A from the applicable Canadian Borrower Borrowing Subsidiary at the Discount Rate for such Multicurrency Revolving Lender applicable to such B/A accepted by it and provide to the Canadian Administrative Agent the Discount Proceeds for the account of such Canadian Borrower Borrowing Subsidiary as provided in Section 2.022.06. The acceptance fee payable by the applicable Canadian Borrower Borrowing Subsidiary to a Multicurrency Revolving Lender under Section 2.09 2.11 in respect of each B/A accepted by such Multicurrency Revolving Lender shall be set off against the Discount Proceeds payable by such Multicurrency Revolving Lender under this paragraph. Notwithstanding the foregoing, in the case of any B/A Drawing resulting from the conversion or continuation of a B/A Drawing or Multicurrency Revolving Global Tranche Loan pursuant to Section 2.022.07, the net amount that would otherwise be payable to such Canadian Borrower Borrowing Subsidiary by each Lender pursuant to this paragraph will be applied as provided in Section 2.02(f2.07(e).
(g) Each Multicurrency Revolving Lender may at any time and from time to time hold, sell, rediscount or otherwise dispose of any or all B/A’s accepted and purchased by itit (it being understood that no such sale, rediscount or disposition shall constitute an assignment or participation of any Commitment hereunder).
(h) Each B/A accepted and purchased hereunder shall mature at the end of the Contract Period applicable thereto.
(i) Each Subject to applicable law, each Canadian Borrower Borrowing Subsidiary waives presentment for payment and any other defense to payment of any amounts due to a Multicurrency Revolving Lender in respect of a B/A accepted and purchased by it pursuant to this Credit Agreement which might exist solely by reason of such B/A being held, at the maturity thereof, by such Multicurrency Revolving Lender in its own right and each Canadian Borrower Borrowing Subsidiary agrees not to claim any days of grace if such Multicurrency Revolving Lender as holder sues each such Canadian Borrower Borrowing Subsidiary on the B/A for payment of the amounts payable by such Canadian Borrower Borrowing Subsidiary thereunder. On the specified maturity date last day of the Contract Period of a B/A, or such earlier date as may be required pursuant to the provisions of this Credit Agreement, each Canadian Borrower Borrowing Subsidiary shall pay the Multicurrency Revolving Lender that has accepted and purchased such B/A the full face amount of such B/A, and after such payment such Canadian Borrower Borrowing Subsidiary shall have no further liability in respect of such B/A and such Multicurrency Revolving Lender shall be entitled to all benefits of, and be responsible for all payments due to third parties under, such B/A.
(j) At the option of each Canadian Borrower Borrowing Subsidiary and any Multicurrency Revolving Global Tranche Lender, B/As under this Credit Agreement to be accepted by such Multicurrency Revolving that Lender may be issued in the form of depository bills for deposit with The Canadian CDS Clearing and Depository for Securities Limited Services Inc. pursuant to the Depository Bills and Notes Act (Canada). All depository bills so issued shall be governed by the provisions of this Section 2.152.05.
(k) If a Multicurrency Revolving Global Tranche Lender is not a chartered bank under the Bank Act (Canada) or if a Multicurrency Revolving Global Tranche Lender notifies the Canadian Administrative Agent in writing that it is otherwise unable to accept B/As, such Multicurrency Revolving Lender will, instead of accepting and purchasing B/As, make a Loan (a “B/A Equivalent Loan”) to the applicable Canadian Borrower Borrowing Subsidiary in the amount and for the same term as the each draft which such Multicurrency Revolving Lender would otherwise have been required to accept and purchase hereunder. Each such Multicurrency Revolving Lender will provide to the Canadian Administrative Agent the Discount Proceeds of such B/A Equivalent Loan for the account of the applicable Canadian Borrower Borrowing Subsidiary in the same manner as such Multicurrency Revolving Lender would have provided the Discount Proceeds in respect of the draft which such Multicurrency Revolving Lender Lxxxxx would otherwise have been required to accept and purchase hereunder. Each such B/A Equivalent Loan will bear interest at the same rate which that would result if such Multicurrency Revolving Lender had accepted (and been paid an acceptance fee) and purchased (on a discounted basis) a B/A for the relevant Contract Period (it being the intention of the parties that each such B/A Equivalent Loan shall have the same economic consequences for the Multicurrency Revolving Lenders and the applicable Canadian Borrower Borrowing Subsidiary as the B/A which that such B/A Equivalent Loan replaces). All such interest shall be paid in advance on the date such B/A Equivalent Loan is made, and will be deducted from the principal amount of such B/A Equivalent Loan in the same manner in which the Discount Proceeds of a B/A would be deducted from the face amount of the B/A. Subject to the repayment requirements of this Credit Agreement, on the last day of the relevant Contract Period for such B/A Equivalent Loan, the applicable Canadian Borrower Borrowing Subsidiary shall be entitled to convert each such B/A Equivalent Loan into another type of Multicurrency Revolving Loan, or to roll over each such B/A Equivalent Loan into another B/A Equivalent Loan, all in accordance with the applicable provisions of this Credit Agreement.
(l) Notwithstanding any provision hereof but subject to Section 2.10(b), the Borrowers may not prepay any B/A Drawing other than on the last day of its Contract Period.
(m) For greater certainty, all provisions of this Agreement which are applicable to B/As shall also be applicable, mutatis mutandis, to B/A Equivalent Loans.
Appears in 1 contract
Canadian Bankers’ Acceptances. (a) Each acceptance and ------------------------------ purchase of B/As of a single Contract Period pursuant to Section 2.01 2.01(c) or 2.02 Section 2.08 shall be made ratably by the Multicurrency Revolving Canadian Lenders in accordance with the amounts of their Multicurrency Canadian Revolving Commitment PercentageLoan Sub-Commitments. The failure of any Multicurrency Revolving Canadian Lender to accept any B/A required to be accepted by it shall not relieve any other Multicurrency Revolving Canadian Lender of its obligations hereunder; provided that -------- the Multicurrency Canadian Revolving Loan Sub-Commitments are several and no Multicurrency Revolving Canadian Lender shall be responsible for any other Multicurrency Revolving Canadian Lender’s 's failure to accept B/As as required.
(b) The B/As of a single Contract Period accepted and purchased on any date shall be in an aggregate amount that is an integral multiple of C$1.0 million 1,000,000 and not less than C$5.0 million2,000,000. The face amount of each B/A shall be C$100,000 or any whole multiple thereof. If any Multicurrency Revolving Canadian Lender’s 's ratable share of the B/As of any Contract Period to be accepted on any date would not be an integral multiple of C$100,000, the face amount of the B/As accepted by such Multicurrency Revolving Lender may be increased or reduced to the nearest integral multiple of C$100,000 by the Canadian Agent in its sole discretion. B/As of more than one Contract Period may be outstanding at the same time; provided that there shall not at any time be -------- more than a total of five (5) B/A Drawings outstandingoutstanding (or such greater number as the Applicable Agent shall agree).
(c) To request an acceptance and purchase of B/As, a the Canadian Borrower shall notify the Canadian Agent of such request by telephone or by telecopy not later than 10:00 11:00 a.m., Local Time, one Business Day before the date of such acceptance and purchase. Each such Loan Notice request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery or telecopy to the Canadian Agent of a written request in a form approved by the Canadian Agent and signed by such the Canadian Borrower. Each such Loan Notice telephonic and written request shall specify the following information:
(i) the aggregate face amount of the B/As to be accepted and purchased;
(ii) the date of such acceptance and purchase, which shall be a Business Day;
(iii) the Contract Period to be applicable thereto, which shall be a period contemplated by the definition of the term “"Contract Period” " (and which shall in no event end after the Revolving Termination Maturity Date); and
(iv) the location and number of the applicable Canadian Borrower’s 's account to which any funds are to be disbursed, which shall comply with the requirements of Section 2.022.06. If no Contract Period is specified with respect to any requested acceptance and purchase of B/As, then the Canadian Borrower shall be deemed to have selected a Contract Period of 30 days’ ' duration. 58 Promptly following receipt of a Loan Notice request in accordance with this paragraph, the Canadian Agent shall advise each Multicurrency Revolving Canadian Lender of the details thereof and of the amount of B/As to be accepted and purchased by such Multicurrency Revolving Lender.
(d) Each The Canadian Borrower hereby appoints each Multicurrency Revolving Canadian Lender as its attorney to sign and endorse on its behalf, manually or by facsimile or mechanical signature, as and when deemed necessary by such Multicurrency Revolving Lender, blank forms of B/As. It shall be the responsibility of each Multicurrency Revolving Canadian Lender to maintain an adequate supply of blank forms of B/As for acceptance under this Credit Agreement. Each The Canadian Borrower recognizes and agrees that all B/As signed and/or endorsed on its behalf by any Multicurrency Revolving Canadian Lender shall bind such the Canadian Borrower as fully and effectually as if manually signed and duly issued by authorized officers of such the Canadian Borrower. Each Multicurrency Revolving Canadian Lender is hereby authorized to issue such B/As endorsed in blank in such face amounts as may be determined by such Multicurrency Revolving Lender; provided that the aggregate face amount thereof is equal to the aggregate face -------- amount of B/As required to be accepted by such Multicurrency Revolving Lender. No Multicurrency Revolving Canadian Lender shall be liable for any damage, loss or claim arising by reason of any loss or improper use of any such instrument unless such loss or improper use results from the bad faith, gross negligence or willful misconduct of such Multicurrency Revolving Lender. Each Multicurrency Revolving Canadian Lender shall maintain a record with respect to B/As (i) received by it from the Canadian Agent in blank hereunder, (ii) voided by it for any reason, (iii) accepted and purchased by it hereunder and (iv) canceled at their respective maturities. Each Multicurrency Revolving Canadian Lender further agrees to retain such records in the manner and for the periods provided in applicable provincial or Federal statutes and regulations of Canada and to provide such records to each the Canadian Borrower upon its request and at its expense. Upon request by any the Canadian Borrower, a Multicurrency Revolving Lender shall cancel all forms of B/A that have been pre-signed or pre-endorsed on behalf of such the Canadian Borrower and that are held by such Multicurrency Revolving Lender and are not required to be issued pursuant to this Credit Agreement.
(e) Drafts of each the Canadian Borrower to be accepted as B/As hereunder shall be signed as set forth in paragraph (d) above. Notwithstanding that any Person whose signature appears on any B/A may no longer be an authorized signatory for any of the Multicurrency Revolving Lenders or such the Canadian Borrower at the date of issuance of such B/A, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance and any such B/A so signed shall be binding on such the Canadian Borrower.
(f) Upon acceptance of a B/A by a Multicurrency Revolving Lender, such Multicurrency Revolving Lender shall purchase, or arrange the purchase of, such B/A from the applicable Canadian Borrower at the Discount Rate for such Multicurrency Revolving Lender applicable to such B/A accepted by it and provide to the Canadian Agent the Discount Proceeds for the account of such the Canadian Borrower as provided in Section 2.022.07. The acceptance fee payable by the applicable Canadian Borrower to a Multicurrency Revolving Lender under Section 2.09 2.13 in respect of each B/A accepted by such Multicurrency Revolving Lender shall be set off against the Discount Proceeds payable by such Multicurrency Revolving Lender under this paragraph. Notwithstanding the foregoing, in the case of any B/A Drawing resulting from the conversion or continuation of a B/A Drawing or Multicurrency Canadian Revolving Loan pursuant to Section 2.022.08, the net amount that would otherwise be payable to such the Canadian Borrower by each Lender pursuant to this paragraph will be applied as provided in Section 2.02(f2.08(f).
(g) Each Multicurrency Revolving Lender may at any time and from time to time hold, sell, rediscount or otherwise dispose of any or all B/A’s 's accepted and purchased by it; provided that no such sale or disposition shall cause the amount payable by a Borrower under Section 2.18 to exceed the amount that would have been payable thereunder in the absence of such sale or disposition.
(h) Each B/A accepted and purchased hereunder shall mature at the end of the Contract Period applicable thereto.
(i) Each The Canadian Borrower waives presentment for payment and any other defense to payment of any amounts due to a Multicurrency Revolving Lender in respect of a B/A accepted and purchased by it pursuant to this Credit Agreement which that might exist solely by reason of such B/A being held, at the maturity thereof, by such Multicurrency Revolving Lender in its own right and each the Canadian Borrower agrees not to claim any days of grace if such Multicurrency Revolving Lender as holder sues each the Canadian Borrower on the B/A for payment of the amounts payable by such the Canadian Borrower thereunder. On the specified maturity date of a B/A, or such earlier date as may be required pursuant to the provisions of this Credit Agreement, each the Canadian Borrower shall pay the Multicurrency Revolving Lender that has accepted and purchased such B/A the full face amount of such B/AA (or shall make provision for the conversion or continuation of such B/A in accordance with Section 2.08) in Canadian Dollars, and after such payment such the Canadian Borrower shall have no further liability in respect of such B/A and such Multicurrency Revolving Lender shall be entitled to all benefits of, and be responsible for all payments due to third parties under, such B/A.
(j) At the option of each the Canadian Borrower and any Multicurrency Revolving Lender, B/As under this Credit Agreement to be accepted by such Multicurrency Revolving that Lender may be issued in the form of depository bills for deposit with The Canadian Depository for Securities Limited pursuant to the Depository Bills and Notes Act (Canada). All depository bills so issued shall be governed by the provisions of this Section 2.152.07.
(k) If a Multicurrency Revolving Canadian Lender is not a chartered bank under the Bank Act (Canada) or if a Multicurrency Revolving Canadian Lender notifies the Canadian Agent in writing that it is otherwise unable to accept B/As, such Multicurrency Revolving Canadian Lender will, instead of accepting and purchasing B/As, make a Loan (a “"B/A Equivalent Loan”") from its Canadian Lending ------------------- Office to the applicable Canadian Borrower in the amount and for the same term as the draft which that such Multicurrency Revolving Canadian Lender would otherwise have been required to accept and purchase hereunder. Each such Multicurrency Revolving Canadian Lender may request that such B/A Equivalent Loan be evidenced by a non-interest bearing promissory note, in a form approved by the US Borrower and the Applicable Agent. Each such Canadian Lender will provide to the Canadian Agent the Discount Proceeds of such B/A Equivalent Loan for the account of the applicable Canadian Borrower in the same manner as such Multicurrency Revolving Canadian Lender would have provided the Discount Proceeds in respect of the draft which that such Multicurrency Revolving Canadian Lender would otherwise have been required to accept and purchase hereunder. Each such B/A Equivalent Loan will bear interest at the same rate which that would result if such Multicurrency Revolving Canadian Lender had accepted (and been paid an acceptance fee) and purchased (on a discounted basis) a B/A for the relevant Contract Period (it being the intention of the parties that each such B/A Equivalent Loan shall have the same economic consequences for the Multicurrency Revolving Lenders and the applicable Canadian Borrower as the B/A which that such B/A Equivalent Loan replaces). All such interest shall be paid in advance on the date such B/A Equivalent Loan is made, and will be deducted from the principal amount of such B/A Equivalent Loan in the same manner in which the Discount Proceeds of a B/A would be deducted from the face amount of the B/A. Subject to the repayment requirements of this Credit Agreement, on the last day of the relevant Contract Period for such B/A Equivalent Loan, the applicable Canadian Borrower shall be entitled to convert each such B/A Equivalent Loan into another type of Multicurrency Revolving Loan, or to roll over each such B/A Equivalent Loan into another B/A Equivalent Loan, all in accordance with the applicable provisions of this Credit Agreement.
(l) If the Applicable Agent determines and promptly notifies the US Borrower that, by reason of circumstances affecting the money market, there is no market for B/As, (i) the right of the Canadian Borrower to request an acceptance and purchase of B/As shall be suspended until the Applicable Agent determines that the circumstances causing such suspension no longer exist and so notifies the US Borrower, and (ii) any notice relating to an acceptance and purchase of B/As that is outstanding at such time shall be deemed to be a notice requesting a Canadian Prime Rate Borrowing (as if it were a notice given pursuant to Section 2.03).
Appears in 1 contract
Samples: Credit Agreement (GSL Corp)
Canadian Bankers’ Acceptances. (a) Each acceptance and purchase of B/As of a single Contract Period pursuant to Section 2.01 2.01(b) or 2.02 Section 2.08 shall be made ratably by the Multicurrency Revolving Lenders in accordance with the amounts of their Multicurrency Canadian Revolving Commitment PercentageSub-Commitments. The failure of any Multicurrency Revolving Lender to accept any B/A required to be accepted by it shall not relieve any other Multicurrency Revolving Lender of its obligations hereunder; , provided that the Multicurrency Canadian Revolving Sub-Commitments are several and no Multicurrency Revolving Lender shall be responsible for any other Multicurrency Revolving Lender’s failure to accept B/As as required.
(b) The B/As of a single Contract Period accepted and purchased on any date shall be in an aggregate amount that is an integral multiple of C$1.0 million 500,000 and not less than C$5.0 million1,000,000. The face amount of each B/A shall be C$100,000 or any whole multiple thereof. If any Multicurrency Revolving Lender’s ratable share of the B/As of any Contract Period to be accepted on any date would not be an integral multiple of C$100,000, the face amount of the B/As accepted by such Multicurrency Revolving Lender may be increased or reduced to the nearest integral multiple of C$100,000 by the Canadian Administrative Agent in its sole discretion. B/As of more than one Contract Period may be outstanding at the same time; , provided that there shall not at any time be more than a total of five (5) B/A Drawings outstandingoutstanding (or such greater number as the Administrative Agent shall agree).
(c) To request an acceptance and purchase of B/As, a the Canadian Subsidiary Borrower shall notify the Canadian Administrative Agent of such request in writing (delivered by hand or facsimile) in a form approved by the Administrative Agent and signed by the Canadian Subsidiary Borrower or by telephone or by telecopy not later than 10:00 a.m.12:00 noon, Local TimeToronto time, one two Business Day Days before the date of such acceptance and purchase. Each such Loan Notice request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery or telecopy facsimile to the Canadian Administrative Agent of a written request in a form approved by the Canadian Administrative Agent and signed by such the Canadian Subsidiary Borrower. Each such Loan Notice written and telephonic request shall specify the following information:
(i) the aggregate face amount of the B/As to be accepted and purchased;
(ii) the date of such acceptance and purchase, which shall be a Business Day;
(iii) the Contract Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Contract Period” (and which shall in no event end after the Revolving Termination Maturity Date); and
(iv) the location and number of the applicable Canadian Subsidiary Borrower’s account to which any funds are to be disbursed, which shall comply with the requirements of Section 2.022.07. If no Contract Period is specified with respect to any requested acceptance and purchase of B/As, then the Canadian Subsidiary Borrower shall be deemed to have selected a Contract Period of 30 days’ duration. Promptly following receipt of a Loan Notice request in accordance with this paragraphSection 2.06, the Canadian Administrative Agent shall advise each Multicurrency Revolving Lender of the details thereof and of the amount of B/As to be accepted and purchased by such Multicurrency Revolving Lender.
(d) Each The Canadian Subsidiary Borrower hereby appoints each Multicurrency Revolving Lender as its attorney to sign and endorse on its behalf, manually or by facsimile or mechanical signature, as and when deemed necessary by such Multicurrency Revolving Lender, blank forms of B/As. It shall be the responsibility of each Multicurrency Revolving Lender to maintain an adequate supply of blank forms of B/As for acceptance under this Credit Agreement. Each The Canadian Subsidiary Borrower recognizes and agrees that all B/As signed and/or endorsed on its behalf by any Multicurrency Revolving Lender shall bind such the Canadian Subsidiary Borrower as fully and effectually as if manually signed and duly issued by authorized officers of such the Canadian Subsidiary Borrower. Each Multicurrency Revolving Lender is hereby authorized to issue such B/As endorsed in blank in such face amounts as may be determined by such Multicurrency Revolving Lender; , provided that the aggregate face amount thereof is equal to the aggregate face amount of B/As required to be accepted by such Multicurrency Revolving Lender. No Multicurrency Revolving Lender shall be liable for any damage, loss or claim arising by reason of any loss or improper use of any such instrument unless such loss or improper use results from the bad faith, gross negligence or willful wilful misconduct of such Multicurrency Revolving Lender. Each Multicurrency Revolving Lender shall maintain a record with respect to B/As (i) received by it from the Canadian Administrative Agent in blank hereunder, (ii) voided by it for any reason, (iii) accepted and purchased by it hereunder and (iv) canceled at their respective maturities. Each Multicurrency Revolving Lender further agrees to retain such records in the manner and for the periods provided in applicable provincial or Federal statutes and regulations of Canada and to provide such records to each the Canadian Subsidiary Borrower upon its request and at its expense. Upon request by any the Canadian Subsidiary Borrower, a Multicurrency Revolving Lender shall cancel all forms of B/A that have been pre-signed or pre-endorsed on behalf of such the Canadian Subsidiary Borrower and that are held by such Multicurrency Revolving Lender and are not required to be issued pursuant to this Credit Agreement.
(e) Drafts of each the Canadian Subsidiary Borrower to be accepted as B/As hereunder shall be signed as set forth in paragraph (d) above. Notwithstanding that any Person whose signature appears on any B/A may no longer be an authorized signatory for any of the Multicurrency Revolving Lenders or such the Canadian Subsidiary Borrower at the date of issuance of such B/A, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance and any such B/A so signed shall be binding on such the Canadian Subsidiary Borrower.
(f) Upon acceptance of a B/A by a Multicurrency Revolving Lender, such Multicurrency Revolving Lender shall purchase, or arrange the purchase of, such B/A from the applicable Canadian Subsidiary Borrower at the Discount B/A Rate for such Multicurrency Revolving Lender applicable to such B/A accepted by it and provide to the Canadian Administrative Agent the Discount Proceeds for the account of such the Canadian Subsidiary Borrower as provided in Section 2.022.07. The acceptance fee Acceptance Fee payable by the applicable Canadian Subsidiary Borrower to a Multicurrency Revolving Lender under Section 2.09 2.12(c) in respect of each B/A accepted by such Multicurrency Revolving Lender shall be set off against the Discount Proceeds payable by such Multicurrency Revolving Lender under this paragraph. Notwithstanding the foregoing, in the case of any B/A Drawing resulting from the conversion or continuation of a B/A Drawing or Multicurrency Canadian Revolving Loan pursuant to Section 2.022.08, the net amount that would otherwise be payable to such the Canadian Subsidiary Borrower by each Revolving Lender pursuant to this paragraph will be applied as provided in Section 2.02(f2.08(d).
(g) Each Multicurrency Revolving Lender may at any time and from time to time hold, sell, rediscount or otherwise dispose of any or all B/A’s As accepted and purchased by it, provided that no such sale or disposition shall cause the amount payable by the Canadian Subsidiary Borrower under Section 2.17 to exceed the amount that would have been payable thereunder in the absence of such sale or disposition.
(h) Each B/A accepted and purchased hereunder shall mature at the end of the Contract Period applicable thereto.
(i) Each The Canadian Subsidiary Borrower waives presentment for payment and any other defense to payment of any amounts due to a Multicurrency Revolving Lender in respect of a B/A accepted and purchased by it pursuant to this Credit Agreement which that might exist solely by reason of such B/A being held, at the maturity thereof, by such Multicurrency Revolving Lender in its own right and each the Canadian Subsidiary Borrower agrees not to claim any days of grace if such Multicurrency Revolving Lender as holder sues each the Canadian Subsidiary Borrower on the B/A for payment of the amounts payable by such the Canadian Subsidiary Borrower thereunder. On the specified maturity date of a B/A, or such earlier date as may be required pursuant to the provisions of this Credit Agreement, each the Canadian Subsidiary Borrower shall pay the Multicurrency Revolving Lender that has accepted and purchased such B/A the full face amount of such B/AA (or shall make provision for the conversion or continuation of such B/A in accordance with Section 2.08) in Canadian Dollars, and and, after such payment such payment, the Canadian Subsidiary Borrower shall have no further liability in respect of such B/A and such Multicurrency Revolving Lender shall be entitled to all benefits of, and be responsible for all payments due to third parties under, such B/A.
(j) At the option of each the Canadian Subsidiary Borrower and any Multicurrency Revolving Lender, B/As under this Credit Agreement to be accepted by such Multicurrency Revolving Lender may be issued in the form of depository bills for deposit with The Canadian Depository for Securities Limited pursuant to the Depository Bills and Notes Act (Canada). All depository bills so issued shall be governed by the provisions of this Section 2.152.06.
(k) If a Multicurrency Revolving Lender is not a chartered bank under the Bank Act (Canada) or if a Multicurrency Revolving Lender notifies the Canadian Administrative Agent in writing that it is otherwise unable to accept B/AsAs (each such Lender, a “Non-B/A Lender”), such Multicurrency Revolving Lender will, instead of accepting and purchasing B/As, make a Loan (a “B/A Equivalent Loan”) to the applicable Canadian Subsidiary Borrower in the amount and for the same term as the draft which that such Multicurrency Revolving Lender would otherwise have been required to accept and purchase hereunder. Each such Multicurrency Revolving Lender may request that such B/A Equivalent Loan be evidenced by a non-interest bearing promissory note, in a form approved by the Parent Borrower and the Administrative Agent. Each such Lender will provide to the Canadian Administrative Agent the Discount Proceeds of such B/A Equivalent Loan for the account of the applicable Canadian Subsidiary Borrower in the same manner as such Multicurrency Revolving Lender would have provided the Discount Proceeds in respect of the draft which that such Multicurrency Revolving Lender would otherwise have been required to accept and purchase hereunder. Each such B/A Equivalent Loan will bear interest at the same rate which that would result if such Multicurrency Revolving Lender had accepted (and been paid an acceptance feeAcceptance Fee) and purchased (on a discounted basis) a B/A for the relevant Contract Period (it being the intention of the parties that each such B/A Equivalent Loan shall have the same economic consequences for the Multicurrency Revolving Lenders and the applicable Canadian Subsidiary Borrower as the B/A which that such B/A Equivalent Loan replaces). All such interest shall be paid in advance on the date such B/A Equivalent Loan is made, made and will be deducted from the principal amount of such B/A Equivalent Loan in the same manner in which the Discount Proceeds of a B/A would be deducted from the face amount of the B/A. Subject to the repayment requirements of this Credit Agreement, on the last day of the relevant Contract Period for such B/A Equivalent Loan, the applicable Canadian Subsidiary Borrower shall be entitled to convert each such B/A Equivalent Loan into another type of Multicurrency Revolving Loan, or to roll over each such B/A Equivalent Loan into another B/A Equivalent Loan, all in accordance with the applicable provisions of this Credit Agreement.
(l) If the Administrative Agent determines and promptly notifies the Parent Borrower that, by reason of circumstances affecting the money market, there is no market for B/As, (i) the right of the Canadian Subsidiary Borrower to request an acceptance and purchase of B/As shall be suspended until the Administrative Agent determines that the circumstances causing such suspension no longer exist and so notifies the Parent Borrower, and (ii) any notice relating to an acceptance and purchase of B/As that is outstanding at such time shall be deemed to be a notice requesting a Canadian Base Rate Revolving Borrowing (as if it were a notice given pursuant to Section 2.03).
Appears in 1 contract
Canadian Bankers’ Acceptances. (a) Each acceptance and purchase of B/As of a single Contract Period pursuant to Section 2.01 2.01(c)(ii) or 2.02 Section 2.08 shall be made ratably by the Multicurrency Global Revolving Lenders in accordance with the amounts of their Multicurrency Global Revolving Commitment PercentageLoan Commitments. The failure of any Multicurrency Global Revolving Lender to accept or cause its Canadian Lending Office to accept any B/A required to be accepted by it shall not relieve any other Multicurrency Global Revolving Lender of its obligations hereunder; provided that the Multicurrency Global Revolving Loan Commitments are several and no Multicurrency Global Revolving Lender shall be responsible for any other Multicurrency Global Revolving Lender’s failure to accept B/As as required.
(b) The B/As of a single Contract Period accepted and purchased on any date shall be in an aggregate amount that is an integral multiple of C$1.0 million 1,000,000 and not less than C$5.0 million2,000,000. The face amount of each B/A shall be C$100,000 or any whole multiple thereof. If any Multicurrency Global Revolving Lender’s ratable share of the B/As of any Contract Period to be accepted on any date would not be an integral multiple of C$100,000, the face amount of the B/As accepted by such Multicurrency Revolving Lender may be increased or reduced to the nearest integral multiple of C$100,000 by the Canadian Administrative Agent in its sole discretion. B/As of more than one Contract Period may be outstanding at the same time; provided that there shall not at any time be more than a total of five (5) B/A Drawings outstandingoutstanding (or such greater number as the Administrative Agent shall agree).
(c) To request an acceptance and purchase of B/As, a the Canadian Borrower shall notify the Canadian Administrative Agent of such request by telephone or by telecopy not later than 10:00 11:00 a.m., Local Time, one Business Day before the date of such acceptance and purchase. Each such Loan Notice request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery or telecopy to the Canadian Administrative Agent of a written request in a form approved by the Canadian Administrative Agent and signed by such the Canadian Borrower. Each such Loan Notice telephonic and written request shall specify the following information:
(i) the aggregate face amount of the B/As to be accepted and purchased;
(ii) the date of such acceptance and purchase, which shall be a Business Day;
(iii) the Contract Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Contract Period” (and which shall in no event end after the Revolving Termination Maturity Date); and
(iv) the location and number of the applicable Canadian Borrower’s account to which any funds are to be disbursed, which shall comply with the requirements of Section 2.022.06. If no Contract Period is specified with respect to any requested acceptance and purchase of B/As, then the Canadian Borrower shall be deemed to have selected a Contract Period of 30 days’ duration. Promptly following receipt of a Loan Notice request in accordance with this paragraph, the Canadian Administrative Agent shall advise each Multicurrency Global Revolving Lender of the details thereof and of the amount of B/As to be accepted and purchased by such Multicurrency Revolving Lender.
(d) Each The Canadian Borrower hereby appoints each Multicurrency Global Revolving Lender as its attorney to sign and endorse on its behalf, manually or by facsimile or mechanical signature, as and when deemed necessary by such Multicurrency Global Revolving Lender, blank forms of B/As. It shall be the responsibility of each Multicurrency Global Revolving Lender to maintain an adequate supply of blank forms of B/As for acceptance under this Credit Agreement. Each The Canadian Borrower recognizes and agrees that all B/As signed and/or endorsed on its behalf by any Multicurrency Global Revolving Lender shall bind such the Canadian Borrower as fully and effectually as if manually signed and duly issued by authorized officers of such the Canadian Borrower. Each Multicurrency Global Revolving Lender is hereby authorized to issue such B/As endorsed in blank in such face amounts as may be determined by such Multicurrency Global Revolving Lender; provided that the aggregate face amount thereof is equal to the aggregate face amount of B/As required to be accepted by such Multicurrency Revolving Lender. No Multicurrency Global Revolving Lender shall be liable for any damage, loss or claim arising by reason of any loss or improper use of any such instrument unless such loss or improper use results from the bad faith, gross negligence or willful misconduct of such Multicurrency Revolving Lender. Each Multicurrency Global Revolving Lender shall maintain a record with respect to B/As (i) received by it from the Canadian Administrative Agent in blank hereunder, (ii) voided by it for any reason, (iii) accepted and purchased by it hereunder and (iv) canceled at their respective maturities. Each Multicurrency Global Revolving Lender further agrees to retain such records in the manner and for the periods provided in applicable provincial or Federal statutes and regulations of Canada and to provide such records to each the Canadian Borrower upon its request and at its expense. Upon request by any the Canadian Borrower, a Multicurrency Global Revolving Lender shall cancel all forms of B/A that have been pre-signed or pre-endorsed on behalf of such the Canadian Borrower and that are held by such Multicurrency Revolving Lender and are not required to be issued pursuant to this Credit Agreement.
(e) Drafts of each the Canadian Borrower to be accepted as B/As hereunder shall be signed as set forth in paragraph (d) above. Notwithstanding that any Person whose signature appears on any B/A may no longer be an authorized signatory for any of the Multicurrency Global Revolving Lenders or such the Canadian Borrower at the date of issuance of such B/A, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance and any such B/A so signed shall be binding on such the Canadian Borrower.
(f) Upon acceptance of a B/A by a Multicurrency Global Revolving Lender, such Multicurrency Revolving Lender shall purchase, or arrange the purchase of, such B/A from the applicable Canadian Borrower at the Discount Rate for such Multicurrency Revolving Lender applicable to such B/A accepted by it and provide to the Canadian Administrative Agent the Discount Proceeds for the account of such the Canadian Borrower as provided in Section 2.022.06. The acceptance fee payable by the applicable Canadian Borrower to a Multicurrency Global Revolving Lender under Section 2.09 2.13 in respect of each B/A accepted by such Multicurrency Revolving Lender shall be set off against the Discount Proceeds payable by such Multicurrency Revolving Lender under this paragraph. Notwithstanding the foregoing, in the case of any B/A Drawing resulting from the conversion or continuation of a B/A Drawing or Multicurrency Global Revolving Loan pursuant to Section 2.022.08, the net amount that would otherwise be payable to such the Canadian Borrower by each Lender pursuant to this paragraph will be applied as provided in Section 2.02(f2.08(f).
(g) Each Multicurrency Global Revolving Lender may at any time and from time to time hold, sell, rediscount or otherwise dispose of any or all B/A’s accepted and purchased by it; provided that no such sale or disposition shall cause the amount payable by a Borrower under Section 2.18 to exceed the amount that would have been payable thereunder in the absence of such sale or disposition.
(h) Each B/A accepted and purchased hereunder shall mature at the end of the Contract Period applicable thereto.
(i) Each The Canadian Borrower waives presentment for payment and any other defense to payment of any amounts due to a Multicurrency Global Revolving Lender in respect of a B/A accepted and purchased by it pursuant to this Credit Agreement which that might exist solely by reason of such B/A being held, at the maturity thereof, by such Multicurrency Revolving Lender in its own right and each the Canadian Borrower agrees not to claim any days of grace if such Multicurrency Revolving Lender as holder sues each the Canadian Borrower on the B/A for payment of the amounts payable by such the Canadian Borrower thereunder. On the specified maturity date of a B/A, or such earlier date as may be required pursuant to the provisions of this Credit Agreement, each the Canadian Borrower shall pay the Multicurrency Global Revolving Lender that has accepted and purchased such B/A the full face amount of such B/AA (or shall make provision for the conversion or continuation of such B/A in accordance with Section 2.08) in Canadian Dollars, and after such payment such the Canadian Borrower shall have no further liability in respect of such B/A and such Multicurrency Revolving Lender shall be entitled to all benefits of, and be responsible for all payments due to third parties under, such B/A.
(j) At the option of each the Canadian Borrower and any Multicurrency Global Revolving Lender, B/As under this Credit Agreement to be accepted by such Multicurrency Revolving that Lender may be issued in the form of depository bills for deposit with The Canadian Depository for Securities Limited pursuant to the Depository Bills and Notes Act (Canada). All depository bills so issued shall be governed by the provisions of this Section 2.152.07.
(k) If a Multicurrency Global Revolving Lender is not a chartered bank under the Bank Act (Canada) or if a Multicurrency Global Revolving Lender notifies the Canadian Administrative Agent in writing that it is otherwise unable to accept B/As, such Multicurrency Revolving Lender will, instead of accepting and purchasing B/As, make a Loan (a “B/A Equivalent Loan”) from its Canadian Lending Office to the applicable Canadian Borrower in the amount and for the same term as the draft which that such Multicurrency Revolving Lender would otherwise have been required to accept and purchase hereunder. Each such Multicurrency Revolving Lender may request that such B/A Equivalent Loan be evidenced by a non-interest bearing promissory note, in a form approved by the US Borrower and the Administrative Agent. Each such Lender will provide to the Canadian Administrative Agent the Discount Proceeds of such B/A Equivalent Loan for the account of the applicable Canadian Borrower in the same manner as such Multicurrency Revolving Lender would have provided the Discount Proceeds in respect of the draft which that such Multicurrency Revolving Lender would otherwise have been required to accept and purchase hereunder. Each such B/A Equivalent Loan will bear interest at the same rate which that would result if such Multicurrency Revolving Lender had accepted (and been paid an acceptance feefee for) and purchased (on a discounted basis) a B/A for the relevant Contract Period (it being the intention of the parties that each such B/A Equivalent Loan shall have the same economic consequences for the Multicurrency Global Revolving Lenders and the applicable Canadian Borrower as the B/A which that such B/A Equivalent Loan replaces). All such interest shall be paid in advance on the date such B/A Equivalent Loan is made, and will be deducted from the principal amount of such B/A Equivalent Loan in the same manner in which the Discount Proceeds of a B/A would be deducted from the face amount of the B/A. Subject to the repayment requirements of this Credit Agreement, on the last day of the relevant Contract Period for such B/A Equivalent Loan, the applicable Canadian Borrower shall be entitled to convert each such B/A Equivalent Loan into another type of Multicurrency Revolving Loan, or to roll over each such B/A Equivalent Loan into another B/A Equivalent Loan, all in accordance with the applicable provisions of this Credit Agreement.
(l) If the Administrative Agent determines and promptly notifies the US Borrower that, by reason of circumstances affecting the money market, there is no market for
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Samples: Credit Agreement (Compass Minerals International Inc)
Canadian Bankers’ Acceptances. (a) Each acceptance and purchase of B/As of a single Contract Period pursuant to Section 2.01 or 2.02 2.01(a) and this Section shall be made ratably by the Multicurrency Revolving Tranche One Lenders in accordance with the amounts of their Multicurrency Revolving Commitment PercentageTranche One Commitments. The failure of any Multicurrency Revolving Lender to accept any B/A required to be accepted by it shall not relieve any other Multicurrency Revolving Lender of its obligations hereunder; provided that the Multicurrency Revolving Commitments are several and no Multicurrency Revolving Lender shall be responsible for any other Multicurrency Revolving Lender’s failure to accept B/As as required.. Each Lender at its option may accept and purchase any B/A by causing any Canadian lending office or Affiliate of such Lender to accept and purchase such B/A.
(b) The B/As of a single Contract Period accepted and purchased on any date shall be in an aggregate amount that is an integral multiple of C$1.0 million Cdn.$1,000,000 and not less than C$5.0 million. The face amount of each B/A shall be C$100,000 or any whole multiple thereofCdn.$5,000,000. If any Multicurrency Revolving Lender’s ratable share of the B/As of any Contract Period to be accepted on any date would not be an integral multiple of C$100,000Cdn.$100,000, the face amount of the B/As accepted by such Multicurrency Revolving Lender may be increased or reduced to the nearest integral multiple of C$100,000 Cdn.$100,000 by the Canadian Agent Administrative Agent, acting through its Toronto branch, in its sole discretion. B/As of more than one Contract Period may be outstanding at the same time; provided that there shall not at any time be more than a total of five (5) ten B/A Drawings outstandingoutstanding at any time.
(c) To request an acceptance and purchase of B/As, a Canadian Borrower Borrowing Subsidiary shall notify the Canadian Administrative Agent of such request by telephone or by telecopy fax not later than 10:00 a.m.12:00 noon, Local Time, one two Business Day Days before the date of such acceptance and purchase. Each such Loan Notice request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery or telecopy fax to the Canadian Agent Administrative Agent, acting through its Toronto branch, of a written request in a form approved by the Canadian Administrative Agent and signed by such Canadian BorrowerBorrowing Subsidiary. Each such Loan Notice telephonic and written request shall specify the following information:
(i) the aggregate face amount of the B/As to be accepted and purchased;
(ii) the date of such acceptance and purchase, which shall be a Business Day;
(iii) the Contract Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Contract Period” (and which shall in no event end after the Revolving Termination Maturity Date); and
(iv) the location and number of the applicable Canadian BorrowerBorrowing Subsidiary’s account to which any funds the proceeds of such B/As are to be disbursed, which shall comply with the requirements of Section 2.02. If no Contract Period is specified with respect to any requested Any request for an acceptance and purchase of B/AsAs that shall fail to specify any of the information required by the preceding provisions of this paragraph may be rejected by the Administrative Agent if such failure is not corrected promptly after the Administrative Agent shall give written or telephonic notice thereof to the applicable Borrower and, then the Canadian Borrower shall if so rejected, will be deemed to have selected a Contract Period of 30 days’ durationno force or effect. Promptly following receipt of a Loan Notice request in accordance with this paragraph, the Canadian Administrative Agent shall advise each Multicurrency Revolving Tranche One Lender of the details thereof and of the amount of B/As to be accepted and purchased by such Multicurrency Revolving Lender.
(d) Each Canadian Borrower Borrowing Subsidiary hereby appoints each Multicurrency Revolving Tranche One Lender as its attorney to sign and endorse on its behalf, manually or by facsimile or mechanical signature, as and when deemed necessary by such Multicurrency Revolving Lender, blank forms of B/As, each Tranche One Lender hereby agreeing that it will not sign or endorse B/As in excess of those required in connection with B/A Drawings that have been requested by the Canadian Borrowing Subsidiaries hereunder. It shall be the responsibility of each Multicurrency Revolving Tranche One Lender to maintain an adequate supply of blank forms of B/As for acceptance under this Credit Agreement. Each Canadian Borrower Borrowing Subsidiary recognizes and agrees that all B/As signed and/or endorsed on its behalf by any Multicurrency Revolving Tranche One Lender in accordance with such Canadian Borrowing Subsidiary’s written request shall bind such Canadian Borrower Borrowing Subsidiary as fully and effectually as if manually signed and duly issued by authorized officers of such Canadian BorrowerBorrowing Subsidiary. Each Multicurrency Revolving Tranche One Lender is hereby authorized to issue such B/As endorsed in blank in such face amounts as may be determined by such Multicurrency Revolving Lender; provided that the aggregate face amount thereof is equal to the aggregate face amount of B/As required to be accepted by such Multicurrency Revolving LenderLender in accordance with such Canadian Borrowing Subsidiary’s written request. No Multicurrency Revolving Tranche One Lender shall be liable for any damage, loss or claim arising by reason of any loss or improper use of any such instrument unless such loss or improper use results from the bad faith, gross negligence or willful misconduct of such Multicurrency Revolving Lender. Each Multicurrency Revolving Tranche One Lender shall maintain a record with respect to B/As (i) received by it from the Canadian Administrative Agent in blank hereunder, (ii) voided by it for any reason, (iii) accepted and purchased by it hereunder and (iv) canceled at their respective maturities. Each Multicurrency Revolving Tranche One Lender further agrees to retain such records in the manner and for the periods provided in applicable provincial or Federal federal statutes and regulations of Canada and to provide such records to each Canadian Borrower Borrowing Subsidiary upon its request and at its expense. Upon request by any Canadian BorrowerBorrowing Subsidiary, a Multicurrency Revolving Lender shall cancel all forms of B/A that have been pre-signed or pre-endorsed on behalf of such Canadian Borrower Borrowing Subsidiary and that are held by such Multicurrency Revolving Lender and are not required to be issued pursuant to this Credit Agreement.
(e) Drafts of each Canadian Borrower Borrowing Subsidiary to be accepted as B/As hereunder shall be signed as set forth in paragraph (d) above. Notwithstanding that any Person whose signature appears on any B/A may no longer be an authorized signatory for any of the Multicurrency Revolving Lenders or such Canadian Borrower Borrowing Subsidiary at the date of issuance of such B/A, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance and any such B/A so signed and properly completed shall be binding on such Canadian BorrowerBorrowing Subsidiary.
(f) Upon acceptance of a B/A by a Multicurrency Revolving Tranche One Lender, such Multicurrency Revolving Lender shall purchase, or arrange the purchase of, such B/A from the applicable Canadian Borrower Borrowing Subsidiary at the Discount Rate for such Multicurrency Revolving Lender applicable to such B/A accepted by it and provide to the Canadian Administrative Agent the Discount Proceeds for the account of such Canadian Borrower Borrowing Subsidiary as provided in Section 2.022.07. The acceptance fee payable by the applicable Canadian Borrower Borrowing Subsidiary to a Multicurrency Revolving Lender under Section 2.09 2.12 in respect of each B/A accepted by such Multicurrency Revolving Lender shall be set off against the Discount Proceeds payable by such Multicurrency Revolving Lender under this paragraph. Notwithstanding the foregoing, in the case of any B/A Drawing resulting from the conversion or continuation of a B/A Drawing or Multicurrency Revolving Loan Borrowing pursuant to Section 2.02, the net amount that would otherwise be payable to such Canadian Borrower by each Lender pursuant to this paragraph will be applied as provided in Section 2.02(f).
(g) Each Multicurrency Revolving Lender may at any time and from time to time hold, sell, rediscount or otherwise dispose of any or all B/A’s accepted and purchased by it.
(h) Each B/A accepted and purchased hereunder shall mature at the end of the Contract Period applicable thereto.
(i) Each Canadian Borrower waives presentment for payment and any other defense to payment of any amounts due to a Multicurrency Revolving Lender in respect of a B/A accepted and purchased by it pursuant to this Credit Agreement which might exist solely by reason of such B/A being held, at the maturity thereof, by such Multicurrency Revolving Lender in its own right and each Canadian Borrower agrees not to claim any days of grace if such Multicurrency Revolving Lender as holder sues each Canadian Borrower on the B/A for payment of the amounts payable by such Canadian Borrower thereunder. On the specified maturity date of a B/A, or such earlier date as may be required pursuant to the provisions of this Credit Agreement, each Canadian Borrower shall pay the Multicurrency Revolving Lender that has accepted and purchased such B/A the full face amount of such B/A, and after such payment such Canadian Borrower shall have no further liability in respect of such B/A and such Multicurrency Revolving Lender shall be entitled to all benefits of, and be responsible for all payments due to third parties under, such B/A.
(j) At the option of each Canadian Borrower and any Multicurrency Revolving Lender, B/As under this Credit Agreement to be accepted by such Multicurrency Revolving Lender may be issued in the form of depository bills for deposit with The Canadian Depository for Securities Limited pursuant to the Depository Bills and Notes Act (Canada). All depository bills so issued shall be governed by the provisions of this Section 2.15.
(k) If a Multicurrency Revolving Lender is not a chartered bank under the Bank Act (Canada) or if a Multicurrency Revolving Lender notifies the Canadian Agent in writing that it is otherwise unable to accept B/As, such Multicurrency Revolving Lender will, instead of accepting and purchasing B/As, make a Loan (a “B/A Equivalent Loan”) to the applicable Canadian Borrower in the amount and for the same term as the draft which such Multicurrency Revolving Lender would otherwise have been required to accept and purchase hereunder. Each such Multicurrency Revolving Lender will provide to the Canadian Agent the Discount Proceeds of such B/A Equivalent Loan for the account of the applicable Canadian Borrower in the same manner as such Multicurrency Revolving Lender would have provided the Discount Proceeds in respect of the draft which such Multicurrency Revolving Lender would otherwise have been required to accept and purchase hereunder. Each such B/A Equivalent Loan will bear interest at the same rate which would result if such Multicurrency Revolving Lender had accepted (and been paid an acceptance fee) and purchased (on a discounted basis) a B/A for the relevant Contract Period (it being the intention of the parties that each such B/A Equivalent Loan shall have the same economic consequences for the Multicurrency Revolving Lenders and the applicable Canadian Borrower as the B/A which such B/A Equivalent Loan replaces). All such interest shall be paid in advance on the date such B/A Equivalent Loan is made, and will be deducted from the principal amount of such B/A Equivalent Loan in the same manner in which the Discount Proceeds of a B/A would be deducted from the face amount of the B/A. Subject to the repayment requirements of this Credit Agreement, on the last day of the relevant Contract Period for such B/A Equivalent Loan, the applicable Canadian Borrower shall be entitled to convert each such B/A Equivalent Loan into another type of Multicurrency Revolving Loan, or to roll over each such B/A Equivalent Loan into another B/A Equivalent Loan, all in accordance with the applicable provisions of this Credit Agreement.to
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Canadian Bankers’ Acceptances. (a) Each acceptance and purchase of B/As of a single Contract Period pursuant to Section 2.01 2.01(c) or 2.02 Section 2.10 shall be made ratably by the Multicurrency Revolving Canadian Tranche Lenders in accordance with the amounts of their Multicurrency Revolving Commitment PercentageCanadian Tranche Commitments. The failure of any Multicurrency Revolving Canadian Tranche Lender to accept any B/A required to be accepted by it shall not relieve any other Multicurrency Revolving Canadian Tranche Lender of its obligations hereunder; provided that the Multicurrency Revolving Canadian Tranche Commitments are several and no Multicurrency Revolving Canadian Tranche Lender shall be responsible for any other Multicurrency Revolving Canadian Tranche Lender’s failure to accept B/As as required.
(b) The B/As of a single Contract Period accepted and purchased on any date shall be in an aggregate amount that is an integral multiple of C$1.0 million 1,000,000 and not less than C$5.0 million5,000,000. The face amount of each B/A shall be C$100,000 or any whole multiple thereof. If any Multicurrency Revolving Canadian Tranche Lender’s ratable share of the B/As of any Contract Period to be accepted on any date would not be an integral multiple of C$100,000, the face amount of the B/As accepted by such Multicurrency Revolving Lender may be increased or reduced to the nearest integral multiple of C$100,000 by the Canadian Agent in its sole discretion. B/As of more than one Contract Period may be outstanding at the same time; provided that there shall not at any time be more than a total of five (5) three B/A Drawings outstanding.
(c) To request an acceptance and purchase of B/As, a Canadian Borrower shall notify the Canadian Agent of such request by telephone or by telecopy not later than 10:00 a.m., Local Time, one Business Day before the date of such acceptance and purchase. Each such Loan Notice request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery or telecopy to the Canadian Agent of a written request in a form approved by the Canadian Agent and signed by such Canadian Borrower. Each such Loan Notice telephonic and written request shall specify the following information:
(i) the aggregate face amount of the B/As to be accepted and purchased;
(ii) the date of such acceptance and purchase, which shall be a Business Day;
(iii) the Contract Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Contract Period” (and which shall in no event end after the Revolving Termination Maturity Date); and
(iv) the location and number of the applicable Canadian Borrower’s account to which any funds are to be disbursed, which shall comply with the requirements of Section 2.022.09. If no Contract Period is specified with respect to any requested acceptance and purchase of B/As, then the Canadian Borrower shall be deemed to have selected a Contract Period of 30 days’ duration. Promptly following receipt of a Loan Notice request in accordance with this paragraph, the Canadian Agent shall advise each Multicurrency Revolving Canadian Tranche Lender of the details thereof and of the amount of B/As to be accepted and purchased by such Multicurrency Revolving Lender.
(d) Each Canadian Borrower hereby appoints each Multicurrency Revolving Canadian Tranche Lender as its attorney to sign and endorse on its behalf, manually or by facsimile or mechanical signature, as and when deemed necessary by such Multicurrency Revolving Lender, blank forms of B/As. It shall be the responsibility of each Multicurrency Revolving Canadian Tranche Lender to maintain an adequate supply of blank forms of B/As for acceptance under this Credit Agreement. Each Canadian Borrower recognizes and agrees that all B/As signed and/or endorsed on its behalf by any Multicurrency Revolving Canadian Tranche Lender shall bind such Canadian Borrower as fully and effectually as if manually signed and duly issued by authorized officers of such Canadian Borrower. Each Multicurrency Revolving Canadian Tranche Lender is hereby authorized to issue such B/As endorsed in blank in such face amounts as may be determined by such Multicurrency Revolving Lender; provided that the aggregate face amount thereof is equal to the aggregate face amount of B/As required to be accepted by such Multicurrency Revolving Lender. No Multicurrency Revolving Canadian Tranche Lender shall be liable for any damage, loss or claim arising by reason of any loss or improper use of any such instrument unless such loss or improper use results from the bad faith, gross negligence or willful misconduct of such Multicurrency Revolving Lender. Each Multicurrency Revolving Canadian Tranche Lender shall maintain a record with respect to B/As (i) received by it from the Canadian Agent in blank hereunder, (ii) voided by it for any reason, (iii) accepted and purchased by it hereunder and (iv) canceled at their respective maturities. Each Multicurrency Revolving Canadian Tranche Lender further agrees to retain such records in the manner and for the periods provided in applicable provincial or Federal statutes and regulations of Canada and to provide such records to each Canadian Borrower upon its request and at its expense. Upon request by any Canadian Borrower, a Multicurrency Revolving Lender shall cancel all forms of B/A that have been pre-signed or pre-endorsed on behalf of such Canadian Borrower and that are held by such Multicurrency Revolving Lender and are not required to be issued pursuant to this Credit Agreement.
(e) Drafts of each Canadian Borrower to be accepted as B/As hereunder shall be signed as set forth in paragraph (d) above. Notwithstanding that any Person whose signature appears on any B/A may no longer be an authorized signatory for any of the Multicurrency Revolving Lenders or such Canadian Borrower at the date of issuance of such B/A, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance and any such B/A so signed shall be binding on such Canadian Borrower.
(f) Upon acceptance of a B/A by a Multicurrency Revolving Lender, such Multicurrency Revolving Lender shall purchase, or arrange the purchase of, such B/A from the applicable Canadian Borrower at the Discount Rate for such Multicurrency Revolving Lender applicable to such B/A accepted by it and provide to the Canadian Agent the Discount Proceeds for the account of such Canadian Borrower as provided in Section 2.022.09. The acceptance fee payable by the applicable Canadian Applicable Borrower to a Multicurrency Revolving Lender under Section 2.09 2.14 in respect of each B/A accepted by such Multicurrency Revolving Lender shall be set off against the Discount Proceeds payable by such Multicurrency Revolving Lender under this paragraph. Notwithstanding the foregoing, in the case of any B/A Drawing resulting from the conversion or continuation of a B/A Drawing or Multicurrency Canadian Tranche Revolving Loan pursuant to Section 2.022.10, the net amount that would otherwise be payable to such Canadian Borrower by each Lender pursuant to this paragraph will be applied as provided in Section 2.02(f2.10(f).
(g) Each Multicurrency Revolving Lender may at any time and from time to time hold, sell, rediscount or otherwise dispose of any or all B/A’s accepted and purchased by it.
(h) Each B/A accepted and purchased hereunder shall mature at the end of the Contract Period applicable thereto.
(i) Each Canadian Borrower waives presentment for payment and any other defense to payment of any amounts due to a Multicurrency Revolving Lender in respect of a B/A accepted and purchased by it pursuant to this Credit Agreement which might exist solely by reason of such B/A being held, at the maturity thereof, by such Multicurrency Revolving Lender in its own right and each Canadian Borrower agrees not to claim any days of grace if such Multicurrency Revolving Lender as holder sues each Canadian Borrower on the B/A for payment of the amounts payable by such Canadian Borrower thereunder. On the specified maturity date of a B/A, or such earlier date as may be required pursuant to the provisions of this Credit Agreement, each Canadian Borrower shall pay the Multicurrency Revolving Lender that has accepted and purchased such B/A the full face amount of such B/A, and after such payment such Canadian Borrower shall have no further liability in respect of such B/A and such Multicurrency Revolving Lender shall be entitled to all benefits of, and be responsible for all payments due to third parties under, such B/A.
(j) At the option of each Canadian Borrower and any Multicurrency Revolving Lender, B/As under this Credit Agreement to be accepted by such Multicurrency Revolving that Lender may be issued in the form of depository bills for deposit with The Canadian Depository for Securities Limited pursuant to the Depository Bills and Notes Act (Canada). All depository bills so issued shall be governed by the provisions of this Section 2.152.24.
(k) If a Multicurrency Revolving Canadian Tranche Lender is not a chartered bank under the Bank Act (Canada) or if a Multicurrency Revolving Canadian Tranche Lender notifies the Canadian Agent in writing that it is otherwise unable to accept B/As, such Multicurrency Revolving Canadian Tranche Lender will, instead of accepting and purchasing B/As, make a Loan (a “B/A Equivalent Loan”) to the applicable Canadian Borrower in the amount and for the same term as the draft which such Multicurrency Revolving Canadian Tranche Lender would otherwise have been required to accept and purchase hereunder. Each such Multicurrency Revolving Canadian Tranche Lender will provide to the Canadian Agent the Discount Proceeds of such B/A Equivalent Loan for the account of the applicable Canadian Borrower in the same manner as such Multicurrency Revolving Canadian Tranche Lender would have provided the Discount Proceeds in respect of the draft which such Multicurrency Revolving Canadian Tranche Lender would otherwise have been required to accept and purchase hereunder. Each such B/A Equivalent Loan will bear interest at the same rate which would result if such Multicurrency Revolving Canadian Tranche Lender had accepted (and been paid an acceptance fee) and purchased (on a discounted basis) a B/A for the relevant Contract Period (it being the intention of the parties that each such B/A Equivalent Loan shall have the same economic consequences for the Multicurrency Revolving Lenders and the applicable Canadian Borrower as the B/A which such B/A Equivalent Loan replaces). All such interest shall be paid in advance on the date such B/A Equivalent Loan is made, and will be deducted from the principal amount of such B/A Equivalent Loan in the same manner in which the Discount Proceeds of a B/A would be deducted from the face amount of the B/A. Subject to the repayment requirements of this Credit Agreement, on the last day of the relevant Contract Period for such B/A Equivalent Loan, the applicable Canadian Borrower shall be entitled to convert each such B/A Equivalent Loan into another type of Multicurrency Revolving Loan, or to roll over each such B/A Equivalent Loan into another B/A Equivalent Loan, all in accordance with the applicable provisions of this Credit Agreement.
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Canadian Bankers’ Acceptances. (a) Each acceptance and purchase of B/As BAs of a single Contract Period pursuant to Section 2.01 or 2.02 2.01(b) and this Section shall be made ratably by the Multicurrency Revolving Tranche B Lenders in accordance with the amounts of their Multicurrency Revolving Commitment PercentageTranche B Commitments. The failure of any Multicurrency Revolving Lender to accept any B/A BA required to be accepted by it shall not relieve any other Multicurrency Revolving Lender of its obligations hereunder; provided that the Multicurrency Revolving Commitments are several and no Multicurrency Revolving Lender shall be responsible for any other Multicurrency Revolving Lender’s failure to accept B/As BAs as required. Each Lender at its option may accept and purchase any BA by causing any Canadian lending office or Affiliate of such Lender to accept and purchase such BA.
(b) The B/As BAs of a single Contract Period accepted and purchased on any date shall be in an aggregate amount that is an integral multiple of C$1.0 million Cdn.$1,000,000 and not less than C$5.0 million. The face amount of each B/A shall be C$100,000 or any whole multiple thereofCdn.$3,000,000. If any Multicurrency Revolving Lender’s ratable share of the B/As BAs of any Contract Period to be accepted on any date would not be an integral multiple of C$100,000Cdn.$100,000, the face amount of the B/As BAs accepted by such Multicurrency Revolving Lender may be increased or reduced to the nearest integral multiple of C$100,000 Cdn.$100,000 by the Canadian Agent in its sole discretion. B/As BAs of more than one Contract Period may be outstanding at the same time; provided that there shall not at any time be more than a total of five (5) B/A ten BA Drawings outstandingoutstanding at any time.
(c) To request an acceptance and purchase of B/AsBAs, a Canadian Borrower Borrowing Subsidiary shall notify the Canadian Agent of such request by telephone or by telecopy fax not later than 10:00 11:00 a.m., Local Time, one two Business Day Days before the date of such acceptance and purchase. Each such Loan Notice request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery or telecopy fax to the Canadian Agent of a written request in a form approved by the Canadian Agent and signed by such Canadian BorrowerBorrowing Subsidiary. Each such Loan Notice telephonic and written request shall specify the following information:
(i) the aggregate face amount of the B/As BAs to be accepted and purchased;
(ii) the date of such acceptance and purchase, which shall be a Business Day;
(iii) the Contract Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Contract Period” (and which shall in no event end after the Revolving Termination Maturity Date); and
(iv) the location and number of the applicable Canadian BorrowerBorrowing Subsidiary’s account to which any funds the proceeds of such BAs are to be disbursed, which shall comply with the requirements of Section 2.02. If no Contract Period is specified with respect to any requested Any request for an acceptance and purchase of B/As, then BAs that shall fail to specify any of the information required by the preceding provisions of this paragraph may be rejected by the Canadian Agent if such failure is not corrected promptly after the Canadian Agent shall give written or telephonic notice thereof to the applicable Borrower shall and, if so rejected, will be deemed to have selected a Contract Period of 30 days’ durationno force or effect. Promptly following receipt of a Loan Notice request in accordance with this paragraph, the Canadian Agent shall advise each Multicurrency Revolving Tranche B Lender of the details thereof and of the amount of B/As BAs to be accepted and purchased by such Multicurrency Revolving Lender.
(d) Each Canadian Borrower Borrowing Subsidiary hereby appoints each Multicurrency Revolving Tranche B Lender as its attorney to sign and endorse on its behalf, manually or by facsimile or mechanical signature, as and when deemed necessary by such Multicurrency Revolving Lender, blank forms of B/AsBAs, each Tranche B Lender hereby agreeing that it will not sign or endorse BAs in excess of those required in connection with BA Drawings that have been requested by the Canadian Borrowing Subsidiaries hereunder. It shall be the responsibility of each Multicurrency Revolving Tranche B Lender to maintain an adequate supply of blank forms of B/As BAs for acceptance under this Credit Agreement. Each Canadian Borrower Borrowing Subsidiary recognizes and agrees that all B/As BAs signed and/or endorsed on its behalf by any Multicurrency Revolving Tranche B Lender in accordance with such Canadian Borrowing Subsidiary’s written request shall bind such Canadian Borrower Borrowing Subsidiary as fully and effectually as if manually signed and duly issued by authorized officers of such Canadian BorrowerBorrowing Subsidiary. Each Multicurrency Revolving Tranche B Lender is hereby authorized to issue such B/As BAs endorsed in blank in such face amounts as may be determined by such Multicurrency Revolving Lender; provided that the aggregate face amount thereof is equal to the aggregate face amount of B/As BAs required to be accepted by such Multicurrency Revolving LenderLender in accordance with such Canadian Borrowing Subsidiary’s written request. No Multicurrency Revolving Tranche B Lender shall be liable for any damage, loss or claim arising by reason of any loss or improper use of any such instrument unless such loss or improper use results from the gross negligence or willful misconduct of such Multicurrency Revolving Lender. Each Multicurrency Revolving Tranche B Lender shall maintain a record with respect to B/As BAs (i) received by it from the Canadian Agent in blank hereunder, (ii) voided by it for any reason, (iii) accepted and purchased by it hereunder and (iv) canceled at their respective maturities. Each Multicurrency Revolving Tranche B Lender further agrees to retain such records in the manner and for the periods provided in applicable provincial or Federal federal statutes and regulations of Canada and to provide such records to each Canadian Borrower Borrowing Subsidiary upon its request and at its expense. Upon request by any Canadian BorrowerBorrowing Subsidiary, a Multicurrency Revolving Lender shall cancel all forms of B/A BA that have been pre-signed or pre-endorsed on behalf of such Canadian Borrower Borrowing Subsidiary and that are held by such Multicurrency Revolving Lender and are not required to be issued pursuant to this Credit Agreement.
(e) Drafts of each Canadian Borrower Borrowing Subsidiary to be accepted as B/As BAs hereunder shall be signed as set forth in paragraph (d) above. Notwithstanding that any Person whose signature appears on any B/A BA may no longer be an authorized signatory for any of the Multicurrency Revolving Lenders or such Canadian Borrower Borrowing Subsidiary at the date of issuance of such B/ABA, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance and any such B/A BA so signed and properly completed shall be binding on such Canadian BorrowerBorrowing Subsidiary.
(f) Upon acceptance of a B/A BA by a Multicurrency Revolving Lender, such Multicurrency Revolving Lender shall purchase, or arrange the purchase of, such B/A BA from the applicable Canadian Borrower Borrowing Subsidiary at the Discount Rate for such Multicurrency Revolving Lender applicable to such B/A BA accepted by it and provide to the Canadian Agent the Discount Proceeds for the account of such Canadian Borrower Borrowing Subsidiary as provided in Section 2.022.07. The acceptance fee payable by the applicable Canadian Borrower Borrowing Subsidiary to a Multicurrency Revolving Lender under Section 2.09 2.12 in respect of each B/A BA accepted by such Multicurrency Revolving Lender shall be set off against the Discount Proceeds payable by such Multicurrency Revolving Lender under this paragraph. Notwithstanding the foregoing, in the case of any B/A BA Drawing resulting from the conversion or continuation of a B/A BA Drawing or Multicurrency Revolving Loan Borrowing pursuant to Section 2.022.08, the net amount that would otherwise be payable to such Canadian Borrower by each Lender pursuant to this paragraph will be applied as provided in Section 2.02(f2.08(f).
(g) Each Multicurrency Revolving Tranche B Lender may at any time and from time to time hold, sell, rediscount or otherwise dispose of any or all B/ABA’s accepted and purchased by itit (it being understood that no such sale, rediscount or disposition shall constitute an assignment or participation of any Commitment hereunder).
(h) Each B/A BA accepted and purchased hereunder shall mature at the end of the Contract Period applicable thereto.
(i) Each Subject to applicable law, each Canadian Borrower Borrowing Subsidiary waives presentment for payment and any other defense to payment of any amounts due to a Multicurrency Revolving Tranche B Lender in respect of a B/A BA accepted and purchased by it pursuant to this Credit Agreement which that might exist solely by reason of such B/A BA being held, at the maturity thereof, by such Multicurrency Revolving Lender in its own right right, and each Canadian Borrower Borrowing Subsidiary agrees not to claim any days of grace if such Multicurrency Revolving Lender as holder sues each such Canadian Borrower Borrowing Subsidiary on the B/A BA for payment of the amounts payable by such Canadian Borrower Borrowing Subsidiary thereunder. On the specified maturity date last day of the Contract Period of a B/ABA, or such earlier date as may be required pursuant to the provisions of this Credit Agreement, each the applicable Canadian Borrower Borrowing Subsidiary shall pay the Multicurrency Revolving Lender that has accepted and purchased such B/A BA the full face amount of such B/ABA, and after such payment such Canadian Borrower Borrowing Subsidiary shall have no further liability in respect of such B/A BA and such Multicurrency Revolving Lender shall be entitled to all benefits of, and be responsible for all payments due to third parties under, such B/A.BA.
(j) At the option of each Canadian Borrower Borrowing Subsidiary and any Multicurrency Revolving Lender, B/As BAs under this Credit Agreement to be accepted by such Multicurrency Revolving that Lender may be issued in the form of depository bills for deposit with The Canadian Depository for Securities Limited pursuant to the Depository Bills and Notes Act (Canada). All depository bills so issued shall be governed by the provisions of this Section 2.15Section.
(k) If a Multicurrency Revolving Tranche B Lender is not a chartered bank under the Bank Act (Canada) or if a Multicurrency Revolving Tranche B Lender notifies the Canadian Agent in writing that it is otherwise unable to accept B/AsBAs, such Multicurrency Revolving Lender will, instead of accepting and purchasing B/Asany BAs, make a Loan (a “B/A BA Equivalent Loan”) to the applicable Canadian Borrower Borrowing Subsidiary in the amount and for the same term as the each draft which such Multicurrency Revolving Lender would otherwise have been required to accept and purchase hereunder. Each such Multicurrency Revolving Lender will provide to the Canadian Agent the Discount Proceeds of such B/A BA Equivalent Loan for the account of the applicable Canadian Borrower Borrowing Subsidiary in the same manner as such Multicurrency Revolving Lender would have provided the Discount Proceeds in respect of the draft which such Multicurrency Revolving Lender would otherwise have been required to accept and purchase hereunder. Each such B/A BA Equivalent Loan will bear interest at the same rate which that would result if such Multicurrency Revolving Lender had accepted (and been paid an acceptance fee) and purchased (on a discounted basis) a B/A BA for the relevant Contract Period (it being the intention of the parties that each such B/A BA Equivalent Loan shall have the same economic consequences for the Multicurrency Revolving Lenders and the applicable Canadian Borrower Borrowing Subsidiary as the B/A which BA that such B/A BA Equivalent Loan replaces). All such interest shall be paid in advance on the date such B/A BA Equivalent Loan is made, and will be deducted from the principal amount of such B/A BA Equivalent Loan in the same manner in which the Discount Proceeds of a B/A BA would be deducted from the face amount of the B/A. BA. Subject to the repayment requirements of this Credit Agreement, on the last day of the relevant Contract Period for such B/A BA Equivalent Loan, the applicable Canadian Borrower Borrowing Subsidiary shall be entitled to convert each such B/A BA Equivalent Loan into another type of Multicurrency Revolving Loan, or to roll over each such B/A BA Equivalent Loan into another B/A BA Equivalent Loan, all in accordance with the applicable provisions of this Credit Agreement.
(l) Notwithstanding any provision hereof, the Borrowers may not prepay any BA Drawing other than on the last day of its Contract Period.
(m) For greater certainty, all provisions of this Agreement that are applicable to BAs shall also be applicable, mutatis mutandis, to BA Equivalent Loans.
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Samples: Credit Agreement (Amdocs LTD)
Canadian Bankers’ Acceptances. (a) Each acceptance and purchase of B/As of a single Contract Period pursuant to Section 2.01 2.01(a) or 2.02 Section 2.07 shall be made ratably by the Multicurrency Revolving Global Tranche Lenders in accordance with the amounts of their Multicurrency Revolving Commitment PercentageGlobal Tranche Commitments. The failure of any Multicurrency Revolving Global Tranche Lender to accept any B/A required to be accepted by it shall not relieve any other Multicurrency Revolving Global Tranche Lender of its obligations hereunder; provided that the Multicurrency Revolving Global Tranche Commitments are several and no Multicurrency Revolving Global Tranche Lender shall be responsible for any other Multicurrency Revolving Global Tranche Lender’s 's failure to accept B/As as required. Each Lender at its option may accept and purchase any B/A by causing any Canadian lending office or Canadian Affiliate of such Lender to accept and purchase such B/A, and all references in this Section to "Lender" shall apply to any such Canadian lending office or Canadian Affiliate of such Lender.
(b) The B/As of a single Contract Period accepted and purchased on any date shall be in an aggregate amount that is an integral multiple of C$1.0 million Cdn.$1,000,000 and not less than C$5.0 million. The face amount of each B/A shall be C$100,000 or any whole multiple thereofCdn.$5,000,000. If any Multicurrency Revolving Global Tranche Lender’s 's ratable share of the B/As of any Contract Period to be accepted on any date would not be an integral multiple of C$100,000Cdn.$100,000, the face amount of the B/As accepted by such Multicurrency Revolving Lender may be increased or reduced to the nearest integral multiple of C$100,000 Cdn.$100,000 by the Canadian Administrative Agent in its sole discretion. B/As of more than one Contract Period may be outstanding at the same time; provided that there shall not at any time be more than a total of five (5) seven B/A Drawings outstanding.
(c) To request an acceptance and purchase of B/As, a Canadian Borrower shall notify the Canadian Agent of or such request by telephone or by telecopy not later than 10:00 a.m., Local Time, one Business Day before the date of such acceptance and purchase. Each such Loan Notice shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery or telecopy greater number agreed to the Canadian Agent of a written request in a form approved by the Canadian Agent and signed by such Canadian Borrower. Each such Loan Notice shall specify the following information:
(i) the aggregate face amount of the B/As to be accepted and purchased;
(ii) the date of such acceptance and purchase, which shall be a Business Day;
(iii) the Contract Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Contract Period” (and which shall in no event end after the Revolving Termination Date); and
(iv) the location and number of the applicable Canadian Borrower’s account to which any funds are to be disbursed, which shall comply with the requirements of Section 2.02. If no Contract Period is specified with respect to any requested acceptance and purchase of B/As, then the Canadian Borrower shall be deemed to have selected a Contract Period of 30 days’ duration. Promptly following receipt of a Loan Notice in accordance with this paragraph, the Canadian Agent shall advise each Multicurrency Revolving Lender of the details thereof and of the amount of B/As to be accepted and purchased by such Multicurrency Revolving LenderAdministrative Agent.
(d) Each Canadian Borrower hereby appoints each Multicurrency Revolving Lender as its attorney to sign and endorse on its behalf, manually or by facsimile or mechanical signature, as and when deemed necessary by such Multicurrency Revolving Lender, blank forms of B/As. It shall be the responsibility of each Multicurrency Revolving Lender to maintain an adequate supply of blank forms of B/As for acceptance under this Credit Agreement. Each Canadian Borrower recognizes and agrees that all B/As signed and/or endorsed on its behalf by any Multicurrency Revolving Lender shall bind such Canadian Borrower as fully and effectually as if manually signed and duly issued by authorized officers of such Canadian Borrower. Each Multicurrency Revolving Lender is hereby authorized to issue such B/As endorsed in blank in such face amounts as may be determined by such Multicurrency Revolving Lender; provided that the aggregate face amount thereof is equal to the aggregate face amount of B/As required to be accepted by such Multicurrency Revolving Lender. No Multicurrency Revolving Lender shall be liable for any damage, loss or claim arising by reason of any loss or improper use of any such instrument unless such loss or improper use results from the gross negligence or willful misconduct of such Multicurrency Revolving Lender. Each Multicurrency Revolving Lender shall maintain a record with respect to B/As (i) received by it from the Canadian Agent in blank hereunder, (ii) voided by it for any reason, (iii) accepted and purchased by it hereunder and (iv) canceled at their respective maturities. Each Multicurrency Revolving Lender further agrees to retain such records in the manner and for the periods provided in applicable provincial or Federal statutes and regulations of Canada and to provide such records to each Canadian Borrower upon its request and at its expense. Upon request by any Canadian Borrower, a Multicurrency Revolving Lender shall cancel all forms of B/A that have been pre-signed or pre-endorsed on behalf of such Canadian Borrower and that are held by such Multicurrency Revolving Lender and are not required to be issued pursuant to this Credit Agreement.
(e) Drafts of each Canadian Borrower to be accepted as B/As hereunder shall be signed as set forth in paragraph (d) above. Notwithstanding that any Person whose signature appears on any B/A may no longer be an authorized signatory for any of the Multicurrency Revolving Lenders or such Canadian Borrower at the date of issuance of such B/A, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance and any such B/A so signed shall be binding on such Canadian Borrower.
(f) Upon acceptance of a B/A by a Multicurrency Revolving Lender, such Multicurrency Revolving Lender shall purchase, or arrange the purchase of, such B/A from the applicable Canadian Borrower at the Discount Rate for such Multicurrency Revolving Lender applicable to such B/A accepted by it and provide to the Canadian Agent the Discount Proceeds for the account of such Canadian Borrower as provided in Section 2.02. The acceptance fee payable by the applicable Canadian Borrower to a Multicurrency Revolving Lender under Section 2.09 in respect of each B/A accepted by such Multicurrency Revolving Lender shall be set off against the Discount Proceeds payable by such Multicurrency Revolving Lender under this paragraph. Notwithstanding the foregoing, in the case of any B/A Drawing resulting from the conversion or continuation of a B/A Drawing or Multicurrency Revolving Loan pursuant to Section 2.02, the net amount that would otherwise be payable to such Canadian Borrower by each Lender pursuant to this paragraph will be applied as provided in Section 2.02(f).
(g) Each Multicurrency Revolving Lender may at any time and from time to time hold, sell, rediscount or otherwise dispose of any or all B/A’s accepted and purchased by it.
(h) Each B/A accepted and purchased hereunder shall mature at the end of the Contract Period applicable thereto.
(i) Each Canadian Borrower waives presentment for payment and any other defense to payment of any amounts due to a Multicurrency Revolving Lender in respect of a B/A accepted and purchased by it pursuant to this Credit Agreement which might exist solely by reason of such B/A being held, at the maturity thereof, by such Multicurrency Revolving Lender in its own right and each Canadian Borrower agrees not to claim any days of grace if such Multicurrency Revolving Lender as holder sues each Canadian Borrower on the B/A for payment of the amounts payable by such Canadian Borrower thereunder. On the specified maturity date of a B/A, or such earlier date as may be required pursuant to the provisions of this Credit Agreement, each Canadian Borrower shall pay the Multicurrency Revolving Lender that has accepted and purchased such B/A the full face amount of such B/A, and after such payment such Canadian Borrower shall have no further liability in respect of such B/A and such Multicurrency Revolving Lender shall be entitled to all benefits of, and be responsible for all payments due to third parties under, such B/A.
(j) At the option of each Canadian Borrower and any Multicurrency Revolving Lender, B/As under this Credit Agreement to be accepted by such Multicurrency Revolving Lender may be issued in the form of depository bills for deposit with The Canadian Depository for Securities Limited pursuant to the Depository Bills and Notes Act (Canada). All depository bills so issued shall be governed by the provisions of this Section 2.15.
(k) If a Multicurrency Revolving Lender is not a chartered bank under the Bank Act (Canada) or if a Multicurrency Revolving Lender notifies the Canadian Agent in writing that it is otherwise unable to accept B/As, such Multicurrency Revolving Lender will, instead of accepting and purchasing B/As, make a Loan (a “B/A Equivalent Loan”) to the applicable Canadian Borrower in the amount and for the same term as the draft which such Multicurrency Revolving Lender would otherwise have been required to accept and purchase hereunder. Each such Multicurrency Revolving Lender will provide to the Canadian Agent the Discount Proceeds of such B/A Equivalent Loan for the account of the applicable Canadian Borrower in the same manner as such Multicurrency Revolving Lender would have provided the Discount Proceeds in respect of the draft which such Multicurrency Revolving Lender would otherwise have been required to accept and purchase hereunder. Each such B/A Equivalent Loan will bear interest at the same rate which would result if such Multicurrency Revolving Lender had accepted (and been paid an acceptance fee) and purchased (on a discounted basis) a B/A for the relevant Contract Period (it being the intention of the parties that each such B/A Equivalent Loan shall have the same economic consequences for the Multicurrency Revolving Lenders and the applicable Canadian Borrower as the B/A which such B/A Equivalent Loan replaces). All such interest shall be paid in advance on the date such B/A Equivalent Loan is made, and will be deducted from the principal amount of such B/A Equivalent Loan in the same manner in which the Discount Proceeds of a B/A would be deducted from the face amount of the B/A. Subject to the repayment requirements of this Credit Agreement, on the last day of the relevant Contract Period for such B/A Equivalent Loan, the applicable Canadian Borrower shall be entitled to convert each such B/A Equivalent Loan into another type of Multicurrency Revolving Loan, or to roll over each such B/A Equivalent Loan into another B/A Equivalent Loan, all in accordance with the applicable provisions of this Credit Agreement.
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Canadian Bankers’ Acceptances. (a) Each acceptance and purchase of B/As of a single Contract Period pursuant to Section 2.01 2.01(b) or 2.02 Section 2.08 shall be made ratably by the Multicurrency Revolving Lenders in accordance with the amounts of their Multicurrency Canadian Revolving Commitment PercentageSub-Commitments. The failure of any Multicurrency Revolving Lender to accept any B/A required to be accepted by it shall not relieve any other Multicurrency Revolving Lender of its obligations hereunder; , provided that the Multicurrency Canadian Revolving Sub-Commitments are several and no Multicurrency Revolving Lender shall be responsible for any other Multicurrency Revolving Lender’s failure to accept B/As as required.
(b) The B/As of a single Contract Period accepted and purchased on any date shall be in an aggregate amount that is an integral multiple of C$1.0 million 500,000 and not less than C$5.0 million1,000,000. The face amount of each B/A shall be C$100,000 or any whole multiple thereof. If any Multicurrency Revolving Lender’s ratable share of the B/As of any Contract Period to be accepted on any date would not be an integral multiple of C$100,000, the face amount of the B/As accepted by such Multicurrency Revolving Lender may be increased or reduced to the nearest integral multiple of C$100,000 by the Canadian Administrative Agent in its sole discretion. B/As of more than one Contract Period may be outstanding at the same time; , provided that there shall not at any time be more than a total of five (5) B/A Drawings outstandingoutstanding (or such greater number as the Administrative Agent shall agree).
(c) To request an acceptance and purchase of B/As, a the Canadian Subsidiary Borrower shall notify the Canadian Administrative Agent of such request in writing (delivered by hand or facsimile) in a form approved by the Administrative Agent and signed by the Canadian Subsidiary Borrower or by telephone or by telecopy not later than 10:00 a.m.12:00 noon., Local TimeToronto time, one two Business Day Days before the date of such acceptance and purchase. Each such Loan Notice request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery or telecopy facsimile to the Canadian Administrative Agent of a written request in a form approved by the Canadian Administrative Agent and signed by such the Canadian Subsidiary Borrower. Each such Loan Notice written and telephonic request shall specify the following information:
(i) the aggregate face amount of the B/As to be accepted and purchased;
(ii) the date of such acceptance and purchase, which shall be a Business Day;
(iii) the Contract Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Contract Period” (and which shall in no event end after the Revolving Termination Maturity Date); and
(iv) the location and number of the applicable Canadian Subsidiary Borrower’s account to which any funds are to be disbursed, which shall comply with the requirements of Section 2.022.07. If no Contract Period is specified with respect to any requested acceptance and purchase of B/As, then the Canadian Subsidiary Borrower shall be deemed to have selected a Contract Period of 30 days’ duration. Promptly following receipt of a Loan Notice request in accordance with this paragraphSection 2.06, the Canadian Administrative Agent shall advise each Multicurrency Revolving Lender of the details thereof and of the amount of B/As to be accepted and purchased by such Multicurrency Revolving Lender.
(d) Each The Canadian Subsidiary Borrower hereby appoints each Multicurrency Revolving Lender as its attorney to sign and endorse on its behalf, manually or by facsimile or mechanical signature, as and when deemed necessary by such Multicurrency Revolving Lender, blank forms of B/As. It shall be the responsibility of each Multicurrency Revolving Lender to maintain an adequate supply of blank forms of B/As for acceptance under this Credit Agreement. Each The Canadian Subsidiary Borrower recognizes and agrees that all B/As signed and/or endorsed on its behalf by any Multicurrency Revolving Lender shall bind such the Canadian Subsidiary Borrower as fully and effectually as if manually signed and duly issued by authorized officers of such the Canadian Subsidiary Borrower. Each Multicurrency Revolving Lender is hereby authorized to issue such B/As endorsed in blank in such face amounts as may be determined by such Multicurrency Revolving Lender; , provided that the aggregate face amount thereof is equal to the aggregate face amount of B/As required to be accepted by such Multicurrency Revolving Lender. No Multicurrency Revolving Lender shall be liable for any damage, loss or claim arising by reason of any loss or improper use of any such instrument unless such loss or improper use results from the bad faith, gross negligence or willful wilful misconduct of such Multicurrency Revolving Lender. Each Multicurrency Revolving Lender shall maintain a record with respect to B/As (i) received by it from the Canadian Administrative Agent in blank hereunder, (ii) voided by it for any reason, (iii) accepted and purchased by it hereunder and (iv) canceled at their respective maturities. Each Multicurrency Revolving Lender further agrees to retain such records in the manner and for the periods provided in applicable provincial or Federal statutes and regulations of Canada and to provide such records to each the Canadian Subsidiary Borrower upon its request and at its expense. Upon request by any the Canadian Subsidiary Borrower, a Multicurrency Revolving Lender shall cancel all forms of B/A that have been pre-signed or pre-endorsed on behalf of such the Canadian Subsidiary Borrower and that are held by such Multicurrency Revolving Lender and are not required to be issued pursuant to this Credit Agreement.
(e) Drafts of each the Canadian Subsidiary Borrower to be accepted as B/As hereunder shall be signed as set forth in paragraph (d) above. Notwithstanding that any Person whose signature appears on any B/A may no longer be an authorized signatory for any of the Multicurrency Revolving Lenders or such the Canadian Subsidiary Borrower at the date of issuance of such B/A, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance and any such B/A so signed shall be binding on such the Canadian Subsidiary Borrower.
(f) Upon acceptance of a B/A by a Multicurrency Revolving Lender, such Multicurrency Revolving Lender shall purchase, or arrange the purchase of, such B/A from the applicable Canadian Subsidiary Borrower at the Discount B/A Rate for such Multicurrency Revolving Lender applicable to such B/A accepted by it and provide to the Canadian Administrative Agent the Discount Proceeds for the account of such the Canadian Subsidiary Borrower as provided in Section 2.022.07. The acceptance fee Acceptance Fee payable by the applicable Canadian Subsidiary Borrower to a Multicurrency Revolving Lender under Section 2.09 2.12(c) in respect of each B/A accepted by such Multicurrency Revolving Lender shall be set off against the Discount Proceeds payable by such Multicurrency Revolving Lender under this paragraph. Notwithstanding the foregoing, in the case of any B/A Drawing resulting from the conversion or continuation of a B/A Drawing or Multicurrency Canadian Revolving Loan pursuant to Section 2.022.08, the net amount that would otherwise be payable to such the Canadian Subsidiary Borrower by each Lender pursuant to this paragraph will be applied as provided in Section 2.02(f2.08(d).
(g) Each Multicurrency Revolving Lender may at any time and from time to time hold, sell, rediscount or otherwise dispose of any or all B/A’s As accepted and purchased by it, provided that no such sale or disposition shall cause the amount payable by the Canadian Subsidiary Borrower under Section 2.17 to exceed the amount that would have been payable thereunder in the absence of such sale or disposition.
(h) Each B/A accepted and purchased hereunder shall mature at the end of the Contract Period applicable thereto.
(i) Each The Canadian Subsidiary Borrower waives presentment for payment and any other defense to payment of any amounts due to a Multicurrency Revolving Lender in respect of a B/A accepted and purchased by it pursuant to this Credit Agreement which that might exist solely by reason of such B/A being held, at the maturity thereof, by such Multicurrency Revolving Lender in its own right and each the Canadian Subsidiary Borrower agrees not to claim any days of grace if such Multicurrency Revolving Lender as holder sues each the Canadian Subsidiary Borrower on the B/A for payment of the amounts payable by such the Canadian Subsidiary Borrower thereunder. On the specified maturity date of a B/A, or such earlier date as may be required pursuant to the provisions of this Credit Agreement, each the Canadian Subsidiary Borrower shall pay the Multicurrency Revolving Lender that has accepted and purchased such B/A the full face amount of such B/A, and after such payment such Canadian Borrower A (or shall have no further liability in respect make provision for the conversion or continuation of such B/A and such Multicurrency Revolving Lender shall be entitled to all benefits of, and be responsible for all payments due to third parties under, such B/A.
(j) At the option of each Canadian Borrower and any Multicurrency Revolving Lender, B/As under this Credit Agreement to be accepted by such Multicurrency Revolving Lender may be issued in the form of depository bills for deposit with The Canadian Depository for Securities Limited pursuant to the Depository Bills and Notes Act (Canada). All depository bills so issued shall be governed by the provisions of this Section 2.15.
(k) If a Multicurrency Revolving Lender is not a chartered bank under the Bank Act (Canada) or if a Multicurrency Revolving Lender notifies the Canadian Agent in writing that it is otherwise unable to accept B/As, such Multicurrency Revolving Lender will, instead of accepting and purchasing B/As, make a Loan (a “B/A Equivalent Loan”) to the applicable Canadian Borrower in the amount and for the same term as the draft which such Multicurrency Revolving Lender would otherwise have been required to accept and purchase hereunder. Each such Multicurrency Revolving Lender will provide to the Canadian Agent the Discount Proceeds of such B/A Equivalent Loan for the account of the applicable Canadian Borrower in the same manner as such Multicurrency Revolving Lender would have provided the Discount Proceeds in respect of the draft which such Multicurrency Revolving Lender would otherwise have been required to accept and purchase hereunder. Each such B/A Equivalent Loan will bear interest at the same rate which would result if such Multicurrency Revolving Lender had accepted (and been paid an acceptance fee) and purchased (on a discounted basis) a B/A for the relevant Contract Period (it being the intention of the parties that each such B/A Equivalent Loan shall have the same economic consequences for the Multicurrency Revolving Lenders and the applicable Canadian Borrower as the B/A which such B/A Equivalent Loan replaces). All such interest shall be paid in advance on the date such B/A Equivalent Loan is made, and will be deducted from the principal amount of such B/A Equivalent Loan in the same manner in which the Discount Proceeds of a B/A would be deducted from the face amount of the B/A. Subject to the repayment requirements of this Credit Agreement, on the last day of the relevant Contract Period for such B/A Equivalent Loan, the applicable Canadian Borrower shall be entitled to convert each such B/A Equivalent Loan into another type of Multicurrency Revolving Loan, or to roll over each such B/A Equivalent Loan into another B/A Equivalent Loan, all in accordance with the applicable provisions of this Credit Agreement.with
Appears in 1 contract
Canadian Bankers’ Acceptances. (a) Each acceptance and purchase of B/As of a single Contract Period pursuant to Section 2.01 2.01(c) or 2.02 Section 2.08 shall be made ratably by the Multicurrency Revolving Canadian Lenders in accordance with the amounts of their Multicurrency Canadian Revolving Commitment PercentageLoan Sub-Commitments. The failure of any Multicurrency Revolving Canadian Lender to accept any B/A required to be accepted by it shall not relieve any other Multicurrency Revolving Canadian Lender of its obligations hereunder; provided PROVIDED that the Multicurrency Canadian Revolving Loan Sub-Commitments are several and no Multicurrency Revolving Canadian Lender shall be responsible for any other Multicurrency Revolving Canadian Lender’s 's failure to accept B/As as required.
(b) The B/As of a single Contract Period accepted and purchased on any date shall be in an aggregate amount that is an integral multiple of C$1.0 million 1,000,000 and not less than C$5.0 million2,000,000. The face amount of each B/A shall be C$100,000 or any whole multiple thereof. If any Multicurrency Revolving Canadian Lender’s 's ratable share of the B/As of any Contract Period to be accepted on any date would not be an integral multiple of C$100,000, the face amount of the B/As accepted by such Multicurrency Revolving Lender may be increased or reduced to the nearest integral multiple of C$100,000 by the Canadian Agent in its sole discretion. B/As of more than one Contract Period may be outstanding at the same time; provided PROVIDED that there shall not at any time be more than a total of five (5) B/A Drawings outstandingoutstanding (or such greater number as the Applicable Agent shall agree).
(c) To request an acceptance and purchase of B/As, a the Canadian Borrower shall notify the Canadian Agent of such request by telephone or by telecopy not later than 10:00 11:00 a.m., Local Time, one Business Day before the date of such acceptance and purchase. Each such Loan Notice request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery or telecopy to the Canadian Agent of a written request in a form approved by the Canadian Agent and signed by such the Canadian Borrower. Each such Loan Notice telephonic and written request shall specify the following information:
(i) the aggregate face amount of the B/As to be accepted and purchased;
(ii) the date of such acceptance and purchase, which shall be a Business Day;
(iii) the Contract Period to be applicable thereto, which shall be a period contemplated by the definition of the term “"Contract Period” " (and which shall in no event end after the Revolving Termination Maturity Date); and
(iv) the location and number of the applicable Canadian Borrower’s 's account to which any funds are to be disbursed, which shall comply with the requirements of Section 2.022.06. If no Contract Period is specified with respect to any requested acceptance and purchase of B/As, then the Canadian Borrower shall be deemed to have selected a Contract Period of 30 days’ ' duration. Promptly following receipt of a Loan Notice request in accordance with this paragraph, the Canadian Agent shall advise each Multicurrency Revolving Canadian Lender of the details thereof and of the amount of B/As to be accepted and purchased by such Multicurrency Revolving Lender.
(d) Each The Canadian Borrower hereby appoints each Multicurrency Revolving Canadian Lender as its attorney to sign and endorse on its behalf, manually or by facsimile or mechanical signature, as and when deemed necessary by such Multicurrency Revolving Lender, blank forms of B/As. It shall be the responsibility of each Multicurrency Revolving Canadian Lender to maintain an adequate supply of blank forms of B/As for acceptance under this Credit Agreement. Each The Canadian Borrower recognizes and agrees that all B/As signed and/or endorsed on its behalf by any Multicurrency Revolving Canadian Lender shall bind such the Canadian Borrower as fully and effectually as if manually signed and duly issued by authorized officers of such the Canadian Borrower. Each Multicurrency Revolving Canadian Lender is hereby authorized to issue such B/As endorsed in blank in such face amounts as may be determined by such Multicurrency Revolving Lender; provided PROVIDED that the aggregate face amount thereof is equal to the aggregate face amount of B/As required to be accepted by such Multicurrency Revolving Lender. No Multicurrency Revolving Canadian Lender shall be liable for any damage, loss or claim arising by reason of any loss or improper use of any such instrument unless such loss or improper use results from the bad faith, gross negligence or willful misconduct of such Multicurrency Revolving Lender. Each Multicurrency Revolving Canadian Lender shall maintain a record with respect to B/As (i) received by it from the Canadian Agent in blank hereunder, (ii) voided by it for any reason, (iii) accepted and purchased by it hereunder and (iv) canceled at their respective maturities. Each Multicurrency Revolving Canadian Lender further agrees to retain such records in the manner and for the periods provided in applicable provincial or Federal statutes and regulations of Canada and to provide such records to each the Canadian Borrower upon its request and at its expense. Upon request by any the Canadian Borrower, a Multicurrency Revolving Lender shall cancel all forms of B/A that have been pre-signed or pre-endorsed on behalf of such the Canadian Borrower and that are held by such Multicurrency Revolving Lender and are not required to be issued pursuant to this Credit Agreement.
(e) Drafts of each the Canadian Borrower to be accepted as B/As hereunder shall be signed as set forth in paragraph (d) above. Notwithstanding that any Person whose signature appears on any B/A may no longer be an authorized signatory for any of the Multicurrency Revolving Lenders or such the Canadian Borrower at the date of issuance of such B/A, such signature shall nevertheless be 57 valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance and any such B/A so signed shall be binding on such the Canadian Borrower.
(f) Upon acceptance of a B/A by a Multicurrency Revolving Lender, such Multicurrency Revolving Lender shall purchase, or arrange the purchase of, such B/A from the applicable Canadian Borrower at the Discount Rate for such Multicurrency Revolving Lender applicable to such B/A accepted by it and provide to the Canadian Agent the Discount Proceeds for the account of such the Canadian Borrower as provided in Section 2.022.07. The acceptance fee payable by the applicable Canadian Borrower to a Multicurrency Revolving Lender under Section 2.09 2.13 in respect of each B/A accepted by such Multicurrency Revolving Lender shall be set off against the Discount Proceeds payable by such Multicurrency Revolving Lender under this paragraph. Notwithstanding the foregoing, in the case of any B/A Drawing resulting from the conversion or continuation of a B/A Drawing or Multicurrency Canadian Revolving Loan pursuant to Section 2.022.08, the net amount that would otherwise be payable to such the Canadian Borrower by each Lender pursuant to this paragraph will be applied as provided in Section 2.02(f2.08(f).
(g) Each Multicurrency Revolving Lender may at any time and from time to time hold, sell, rediscount or otherwise dispose of any or all B/A’s 's accepted and purchased by it; provided that no such sale or disposition shall cause the amount payable by a Borrower under Section 2.18 to exceed the amount that would have been payable thereunder in the absence of such sale or disposition.
(h) Each B/A accepted and purchased hereunder shall mature at the end of the Contract Period applicable thereto.
(i) Each The Canadian Borrower waives presentment for payment and any other defense to payment of any amounts due to a Multicurrency Revolving Lender in respect of a B/A accepted and purchased by it pursuant to this Credit Agreement which that might exist solely by reason of such B/A being held, at the maturity thereof, by such Multicurrency Revolving Lender in its own right and each the Canadian Borrower agrees not to claim any days of grace if such Multicurrency Revolving Lender as holder sues each the Canadian Borrower on the B/A for payment of the amounts payable by such the Canadian Borrower thereunder. On the specified maturity date of a B/A, or such earlier date as may be required pursuant to the provisions of this Credit Agreement, each the Canadian Borrower shall pay the Multicurrency Revolving Lender that has accepted and purchased such B/A the full face amount of such B/AA (or shall make provision for the conversion or continuation of such B/A in accordance with Section 2.08) in Canadian Dollars, and after such payment such the Canadian Borrower shall have no further liability in respect of such B/A and such Multicurrency Revolving Lender shall be entitled to all benefits of, and be responsible for all payments due to third parties under, such B/A.
(j) At the option of each the Canadian Borrower and any Multicurrency Revolving Lender, B/As under this Credit Agreement to be accepted by such Multicurrency Revolving that Lender may be issued in the form of depository bills for deposit with The Canadian Depository for Securities Limited pursuant to the Depository Bills and Notes Act (Canada). All depository bills so issued shall be governed by the provisions of this Section 2.152.07.
(k) If a Multicurrency Revolving Canadian Lender is not a chartered bank under the Bank Act (Canada) or if a Multicurrency Revolving Canadian Lender notifies the Canadian Agent in writing that it is otherwise unable to accept B/As, such Multicurrency Revolving Canadian Lender will, instead of accepting and purchasing B/As, make a Loan (a “"B/A Equivalent Loan”EQUIVALENT LOAN") from its Canadian Lending Office to the applicable Canadian Borrower in the amount and for the same term as the draft which that such Multicurrency Revolving Canadian Lender would otherwise have been required to accept and purchase hereunder. Each such Multicurrency Revolving Canadian Lender may request that such B/A Equivalent Loan be evidenced by a non-interest bearing promissory note, in a form approved by the US Borrower and the Applicable Agent. Each such Canadian Lender will provide to the Canadian Agent the Discount Proceeds of such B/A Equivalent Loan for the account of the applicable Canadian Borrower in the same manner as such Multicurrency Revolving Canadian Lender would have provided the Discount Proceeds in respect of the draft which that such Multicurrency Revolving Canadian Lender would otherwise have been required to accept and purchase hereunder. Each such B/A Equivalent Loan will bear interest at the same rate which that would result if such Multicurrency Revolving Canadian Lender had accepted (and been paid an acceptance fee) and purchased (on a discounted basis) a B/A for the relevant Contract Period (it being the intention of the parties that each such B/A Equivalent Loan shall have the same economic consequences for the Multicurrency Revolving Lenders and the applicable Canadian Borrower as the B/A which that such B/A Equivalent Loan replaces). All such interest shall be paid in advance on the date such B/A Equivalent Loan is made, and will be deducted from the principal amount of such B/A Equivalent Loan in the same manner in which the Discount Proceeds of a B/A would be deducted from the face amount of the B/A. Subject to the repayment requirements of this Credit Agreement, on the last day of the relevant Contract Period for such B/A Equivalent Loan, the applicable Canadian Borrower shall be entitled to convert each such B/A Equivalent Loan into another type of Multicurrency Revolving Loan, or to roll over each such B/A Equivalent Loan into another B/A Equivalent Loan, all in accordance with the applicable provisions of this Credit Agreement.
(l) If the Applicable Agent determines and promptly notifies the US Borrower that, by reason of circumstances affecting the money market, there is no market for B/As, (i) the right of the Canadian Borrower to request an acceptance and purchase of B/As shall be suspended until the Applicable Agent determines that the circumstances causing such suspension no longer exist and so notifies the US Borrower, and (ii) any notice relating to an acceptance and purchase of B/As that is outstanding at such time shall be deemed to be a notice requesting a Canadian Prime Rate Borrowing (as if it were a notice given pursuant to Section 2.03).
Appears in 1 contract
Canadian Bankers’ Acceptances. (a) Each acceptance and purchase of B/As of a single Contract Period pursuant to Section 2.01 or 2.02 2.01(a) and this Section shall be made ratably by the Multicurrency Revolving Tranche One Lenders in accordance with the amounts of their Multicurrency Revolving Commitment PercentageTranche One Commitments. The failure of any Multicurrency Revolving Lender to accept any B/A required to be accepted by it shall not relieve any other Multicurrency Revolving Lender of its obligations hereunder; provided that the Multicurrency Revolving Commitments are several and no Multicurrency Revolving Lender shall be responsible for any other Multicurrency Revolving Lender’s failure to accept B/As as required.. Each Lender at its option may accept and purchase any B/A by causing any Canadian lending office or Affiliate of such Lender to accept and purchase such B/A.
(b) The B/As of a single Contract Period accepted and purchased on any date shall be in an aggregate amount that is an integral multiple of C$1.0 million Cdn.$1,000,000 and not less than C$5.0 million. The face amount of each B/A shall be C$100,000 or any whole multiple thereofCdn.$5,000,000. If any Multicurrency Revolving Lender’s ratable share of the B/As of any Contract Period to be accepted on any date would not be an integral multiple of C$100,000Cdn.$100,000, the face amount of the B/As accepted by such Multicurrency Revolving Lender may be increased or reduced to the nearest integral multiple of C$100,000 Cdn.$100,000 by the Canadian Agent Administrative Agent, acting through its Toronto branch, in its sole discretion. B/As of more than one Contract Period may be outstanding at the same time; provided that there shall not at any time be more than a total of five (5) ten B/A Drawings outstandingoutstanding at any time.
(c) To request an acceptance and purchase of B/As, a Canadian Borrower Borrowing Subsidiary shall notify the Canadian Administrative Agent of such request by telephone or by telecopy not later than 10:00 a.m.12:00 noon, Local Time, one two Business Day Days before the date of such acceptance and purchase. Each such Loan Notice request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery or telecopy to the Canadian Agent Administrative Agent, acting through its Toronto branch, of a written request in a form approved by the Canadian Administrative Agent and signed by such Canadian BorrowerBorrowing Subsidiary. Each such Loan Notice telephonic and written request shall specify the following information:
(i) the aggregate face amount of the B/As to be accepted and purchased;
(ii) the date of such acceptance and purchase, which shall be a Business Day;
(iii) the Contract Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Contract Period” (and which shall in no event end after the Revolving Termination Maturity Date); and
(iv) the location and number of the applicable Canadian BorrowerBorrowing Subsidiary’s account to which any funds the proceeds of such B/As are to be disbursed, which shall comply with the requirements of Section 2.02. If no Contract Period is specified with respect to any requested Any request for an acceptance and purchase of B/AsAs that shall fail to specify any of the information required by the preceding provisions of this paragraph may be rejected by the Administrative Agent if such failure is not corrected promptly after the Administrative Agent shall give written or telephonic notice thereof to the applicable Borrower and, then the Canadian Borrower shall if so rejected, will be deemed to have selected a Contract Period of 30 days’ durationno force or effect. Promptly following receipt of a Loan Notice request in accordance with this paragraph, the Canadian Administrative Agent shall advise each Multicurrency Revolving Tranche One Lender of the details thereof and of the amount of B/As to be accepted and purchased by such Multicurrency Revolving Lender.
(d) Each Canadian Borrower Borrowing Subsidiary hereby appoints each Multicurrency Revolving Tranche One Lender as its attorney to sign and endorse on its behalf, manually or by facsimile or mechanical signature, as and when deemed necessary by such Multicurrency Revolving Lender, blank forms of B/As, each Tranche One Lender hereby agreeing that it will not sign or endorse B/As in excess of those required in connection with B/A Drawings that have been requested by the Canadian Borrowing Subsidiaries hereunder. It shall be the responsibility of each Multicurrency Revolving Tranche One Lender to maintain an adequate supply of blank forms of B/As for acceptance under this Credit Agreement. Each Canadian Borrower Borrowing Subsidiary recognizes and agrees that all B/As signed and/or endorsed on its behalf by any Multicurrency Revolving Tranche One Lender in accordance with such Canadian Borrowing Subsidiary’s written request shall bind such Canadian Borrower Borrowing Subsidiary as fully and effectually as if manually signed and duly issued by authorized officers of such Canadian BorrowerBorrowing Subsidiary. Each Multicurrency Revolving Tranche One Lender is hereby authorized to issue such B/As endorsed in blank in such face amounts as may be determined by such Multicurrency Revolving Lender; provided that the aggregate face amount thereof is equal to the aggregate face amount of B/As required to be accepted by such Multicurrency Revolving LenderLender in accordance with such Canadian Borrowing Subsidiary’s written request. No Multicurrency Revolving Tranche One Lender shall be liable for any damage, loss or claim arising by reason of any loss or improper use of any such instrument unless such loss or improper use results from the bad faith, gross negligence or willful misconduct of such Multicurrency Revolving Lender. Each Multicurrency Revolving Tranche One Lender shall maintain a record with respect to B/As (i) received by it from the Canadian Administrative Agent in blank hereunder, (ii) voided by it for any reason, (iii) accepted and purchased by it hereunder and (iv) canceled at their respective maturities. Each Multicurrency Revolving Tranche One Lender further agrees to retain such records in the manner and for the periods provided in applicable provincial or Federal federal statutes and regulations of Canada and to provide such records to each Canadian Borrower Borrowing Subsidiary upon its request and at its expense. Upon request by any Canadian BorrowerBorrowing Subsidiary, a Multicurrency Revolving Lender shall cancel all forms of B/A that have been pre-signed or pre-endorsed on behalf of such Canadian Borrower Borrowing Subsidiary and that are held by such Multicurrency Revolving Lender and are not required to be issued pursuant to this Credit Agreement.
(e) Drafts of each Canadian Borrower Borrowing Subsidiary to be accepted as B/As hereunder shall be signed as set forth in paragraph (d) above. Notwithstanding that any Person whose signature appears on any B/A may no longer be an authorized signatory for any of the Multicurrency Revolving Lenders or such Canadian Borrower Borrowing Subsidiary at the date of issuance of such B/A, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance and any such B/A so signed and properly completed shall be binding on such Canadian BorrowerBorrowing Subsidiary.
(f) Upon acceptance of a B/A by a Multicurrency Revolving Tranche One Lender, such Multicurrency Revolving Lender shall purchase, or arrange the purchase of, such B/A from the applicable Canadian Borrower Borrowing Subsidiary at the Discount Rate for such Multicurrency Revolving Lender applicable to such B/A accepted by it and provide to the Canadian Administrative Agent the Discount Proceeds for the account of such Canadian Borrower Borrowing Subsidiary as provided in Section 2.022.07. The acceptance fee payable by the applicable Canadian Borrower Borrowing Subsidiary to a Multicurrency Revolving Lender under Section 2.09 2.12 in respect of each B/A accepted by such Multicurrency Revolving Lender shall be set off against the Discount Proceeds payable by such Multicurrency Revolving Lender under this paragraph. Notwithstanding the foregoing, in the case of any B/A Drawing resulting from the conversion or continuation of a B/A Drawing or Multicurrency Revolving Loan Borrowing pursuant to Section 2.022.08, the net amount that would otherwise be payable to such Canadian Borrower by each Lender pursuant to this paragraph will be applied as provided in Section 2.02(f2.08(f).
(g) Each Multicurrency Revolving Tranche One Lender may at any time and from time to time hold, sell, rediscount or otherwise dispose of any or all B/A’s As accepted and purchased by itit (it being understood that no such sale, rediscount or disposition shall constitute an assignment or participation of any Commitment hereunder).
(h) Each B/A accepted and purchased hereunder shall mature at the end of the Contract Period applicable thereto.
(i) Each Subject to applicable law, each Canadian Borrower Borrowing Subsidiary waives presentment for payment and any other defense to payment of any amounts due to a Multicurrency Revolving Tranche One Lender in respect of a B/A accepted and purchased by it pursuant to this Credit Agreement which that might exist solely by reason of such B/A being held, at the maturity thereof, by such Multicurrency Revolving Lender in its own right right, and each Canadian Borrower Borrowing Subsidiary agrees not to claim any days of grace if such Multicurrency Revolving Lender as holder sues each such Canadian Borrower Borrowing Subsidiary on the B/A for payment of the amounts payable by such Canadian Borrower Borrowing Subsidiary thereunder. On the specified maturity date last day of the Contract Period of a B/A, or such earlier date as may be required pursuant to the provisions of this Credit Agreement, each the applicable Canadian Borrower Borrowing Subsidiary shall pay the Multicurrency Revolving Lender that has accepted and purchased such B/A the full face amount of such B/A, and after such payment such Canadian Borrower Borrowing Subsidiary shall have no further liability in respect of such B/A and such Multicurrency Revolving Lender shall be entitled to all benefits of, and be responsible for all payments due to third parties under, such B/A.
(j) At the option of each Canadian Borrower Borrowing Subsidiary and any Multicurrency Revolving Lender, B/As under this Credit Agreement to be accepted by such Multicurrency Revolving that Lender may be issued in the form of depository bills for deposit with The Canadian Depository for Securities Limited pursuant to the Depository Bills and Notes Act (Canada). All depository bills so issued shall be governed by the provisions of this Section 2.15Section.
(k) If a Multicurrency Revolving Tranche One Lender is not a chartered bank under the Bank Act (Canada) or if a Multicurrency Revolving Tranche One Lender notifies the Canadian Administrative Agent in writing that it is otherwise unable to accept B/As, such Multicurrency Revolving Lender will, instead of accepting and purchasing any B/As, make a Loan (a “B/A Equivalent Loan”) to the applicable Canadian Borrower Borrowing Subsidiary in the amount and for the same term as the each draft which such Multicurrency Revolving Lender would otherwise have been required to accept and purchase hereunder. Each such Multicurrency Revolving Lender will provide to the Canadian Administrative Agent the Discount Proceeds of such B/A Equivalent Loan for the account of the applicable Canadian Borrower Borrowing Subsidiary in the same manner as such Multicurrency Revolving Lender would have provided the Discount Proceeds in respect of the draft which such Multicurrency Revolving Lender would otherwise have been required to accept and purchase hereunder. Each such B/A Equivalent Loan will bear interest at the same rate which that would result if such Multicurrency Revolving Lender had accepted (and been paid an acceptance fee) and purchased (on a discounted basis) a B/A for the relevant Contract Period (it being the intention of the parties that each such B/A Equivalent Loan shall have the same economic consequences for the Multicurrency Revolving Lenders and the applicable Canadian Borrower Borrowing Subsidiary as the B/A which that such B/A Equivalent Loan replaces). All such interest shall be paid in advance on the date such B/A Equivalent Loan is made, and will be deducted from the principal amount of such B/A Equivalent Loan in the same manner in which the Discount Proceeds of a B/A would be deducted from the face amount of the B/A. Subject to the repayment requirements of this Credit Agreement, on the last day of the relevant Contract Period for such B/A Equivalent Loan, the applicable Canadian Borrower Borrowing Subsidiary shall be entitled to convert each such B/A Equivalent Loan into another type of Multicurrency Revolving Loan, or to roll over each such B/A Equivalent Loan into another B/A Equivalent Loan, all in accordance with the applicable provisions of this Credit Agreement.
(l) Notwithstanding any provision hereof but subject to Section 2.11(b), the Borrowers may not prepay any B/A Drawing other than on the last day of its Contract Period.
(m) For greater certainty, all provisions of this Agreement that are applicable to B/As shall also be applicable, mutatis mutandis, to B/A Equivalent Loans.
Appears in 1 contract
Canadian Bankers’ Acceptances. (a) Each acceptance and purchase of B/As BAs of a single Contract Period pursuant to Section 2.01 or 2.02 2.01(b) and this Section shall be made ratably by the Multicurrency Revolving Tranche B Lenders in accordance with the amounts of their Multicurrency Revolving Commitment PercentageTranche B Commitments. The failure of any Multicurrency Revolving Lender to accept any B/A BA required to be accepted by it shall not relieve any other Multicurrency Revolving Lender of its obligations hereunder; provided that the Multicurrency Revolving Commitments are several and no Multicurrency Revolving Lender shall be responsible for any other Multicurrency Revolving Lender’s failure to accept B/As BAs as required. Each Lender at its option may accept and purchase any BA by causing any Canadian lending office or Affiliate of such Lender to accept and purchase such BA.
(b) The B/As BAs of a single Contract Period accepted and purchased on any date shall be in an aggregate amount that is an integral multiple of C$1.0 million Cdn.$1,000,000 and not less than C$5.0 million. The face amount of each B/A shall be C$100,000 or any whole multiple thereofCdn.$3,000,000. If any Multicurrency Revolving Lender’s ratable share of the B/As BAs of any Contract Period to be accepted on any date would not be an integral multiple of C$100,000Cdn.$100,000, the face amount of the B/As BAs accepted by such Multicurrency Revolving Lender may be increased or reduced to the nearest integral multiple of C$100,000 Cdn.$100,000 by the Canadian Agent in its sole discretion. B/As BAs of more than one Contract Period may be outstanding at the same time; provided that there shall not at any time be more than a total of five (5) B/A ten BA Drawings outstandingoutstanding at any time.
(c) To request an acceptance and purchase of B/AsBAs, a Canadian Borrower Borrowing Subsidiary shall notify the Canadian Agent of such request by telephone or by telecopy fax not later than 10:00 11:00 a.m., Local Time, one two Business Day Days before the date of such acceptance and purchase. Each such Loan Notice request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery or telecopy fax to the Canadian Agent of a written request in a form approved by the Canadian Agent and signed by such Canadian BorrowerBorrowing Subsidiary. Each such Loan Notice telephonic and written request shall specify the following information:
(i) the aggregate face amount of the B/As BAs to be accepted and purchased;
(ii) the date of such acceptance and purchase, which shall be a Business Day;
(iii) the Contract Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Contract Period” (and which shall in no event end after the Revolving Termination Maturity Date); and
(iv) the location and number of the applicable Canadian BorrowerBorrowing Subsidiary’s account to which any funds the proceeds of such BAs are to be disbursed, which shall comply with the requirements of Section 2.02. If no Contract Period is specified with respect to any requested Any request for an acceptance and purchase of B/As, then BAs that shall fail to specify any of the information required by the preceding provisions of this paragraph may be rejected by the Canadian Agent if such failure is not corrected promptly after the Canadian Agent shall give written or telephonic notice thereof to the applicable Borrower shall and, if so rejected, will be deemed to have selected a Contract Period of 30 days’ durationno force or effect. Promptly following receipt of a Loan Notice request in accordance with this paragraph, the Canadian Agent shall advise each Multicurrency Revolving Tranche B Lender of the details thereof and of the amount of B/As BAs to be accepted and purchased by such Multicurrency Revolving Lender.
(d) Each Canadian Borrower Borrowing Subsidiary hereby appoints each Multicurrency Revolving Tranche B Lender as its attorney to sign and endorse on its behalf, manually or by facsimile or mechanical signature, as and when deemed necessary by such Multicurrency Revolving Lender, blank forms of B/AsBAs, each Tranche B Lender hereby agreeing that it will not sign or endorse BAs in excess of those required in connection with BA Drawings that have been requested by the Canadian Borrowing Subsidiaries hereunder. It shall be the responsibility of each Multicurrency Revolving Tranche B Lender to maintain an adequate supply of blank forms of B/As BAs for acceptance under this Credit Agreement. Each Canadian Borrower Borrowing Subsidiary recognizes and agrees that all B/As BAs signed and/or endorsed on its behalf by any Multicurrency Revolving Tranche B Lender in accordance with such Canadian Borrowing Subsidiary’s written request shall bind such Canadian Borrower Borrowing Subsidiary as fully and effectually as if manually signed and duly issued by authorized officers of such Canadian BorrowerBorrowing Subsidiary. Each Multicurrency Revolving Tranche B Lender is hereby authorized to issue such B/As BAs endorsed in blank in such face amounts as may be determined by such Multicurrency Revolving Lender; provided that the aggregate face amount thereof is equal to the aggregate face amount of B/As BAs required to be accepted by such Multicurrency Revolving LenderLender in accordance with such Canadian Borrowing Subsidiary’s written request. No Multicurrency Revolving Tranche B Lender shall be liable for any damage, loss or claim arising by reason of any loss or improper use of any such instrument unless such loss or improper use results from the gross negligence or willful misconduct of such Multicurrency Revolving Lender. Each Multicurrency Revolving Tranche B Lender shall maintain a record with respect to B/As BAs (i) received by it from the Canadian Agent in blank hereunder, (ii) voided by it for any reason, (iii) accepted and purchased by it hereunder and (iv) canceled at their respective maturities. Each Multicurrency Revolving Tranche B Lender further agrees to retain such records in the manner and for the periods provided in applicable provincial or Federal federal statutes and regulations of Canada and to provide such records to each Canadian Borrower Borrowing Subsidiary upon its request and at its expense. Upon request by any Canadian BorrowerBorrowing Subsidiary, a Multicurrency Revolving Lender shall cancel all forms of B/A BA that have been pre-signed or pre-endorsed on behalf of such Canadian Borrower Borrowing Subsidiary and that are held by such Multicurrency Revolving Lender and are not required to be issued pursuant to this Credit Agreement.
(e) Drafts of each Canadian Borrower Borrowing Subsidiary to be accepted as B/As BAs hereunder shall be signed as set forth in paragraph (d) above. Notwithstanding that any Person whose signature appears on any B/A BA may no longer be an authorized signatory for any of the Multicurrency Revolving Lenders or such Canadian Borrower Borrowing Subsidiary at the date of issuance of such B/ABA, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance and any such B/A BA so signed and properly completed shall be binding on such Canadian BorrowerBorrowing Subsidiary.
(f) Upon acceptance of a B/A BA by a Multicurrency Revolving Lender, such Multicurrency Revolving Lender shall purchase, or arrange the purchase of, such B/A BA from the applicable Canadian Borrower Borrowing Subsidiary at the Discount Rate for such Multicurrency Revolving Lender applicable to such B/A BA accepted by it and provide to the Canadian Agent the Discount Proceeds for the account of such Canadian Borrower Borrowing Subsidiary as provided in Section 2.022.06. The acceptance fee payable by the applicable Canadian Borrower Borrowing Subsidiary to a Multicurrency Revolving Lender under Section 2.09 2.11 in respect of each B/A BA accepted by such Multicurrency Revolving Lender shall be set off against the Discount Proceeds payable by such Multicurrency Revolving Lender under this paragraph. Notwithstanding the foregoing, in the case of any B/A BA Drawing resulting from the conversion or continuation of a B/A BA Drawing or Multicurrency Revolving Loan Borrowing pursuant to Section 2.022.07, the net amount that would otherwise be payable to such Canadian Borrower by each Lender pursuant to this paragraph will be applied as provided in Section 2.02(f2.07(f).
(g) Each Multicurrency Revolving Tranche B Lender may at any time and from time to time hold, sell, rediscount or otherwise dispose of any or all B/ABA’s accepted and purchased by itit (it being understood that no such sale, rediscount or disposition shall constitute an assignment or participation of any Commitment hereunder).
(h) Each B/A BA accepted and purchased hereunder shall mature at the end of the Contract Period applicable thereto.
(i) Each Subject to applicable law, each Canadian Borrower Borrowing Subsidiary waives presentment for payment and any other defense to payment of any amounts due to a Multicurrency Revolving Tranche B Lender in respect of a B/A BA accepted and purchased by it pursuant to this Credit Agreement which that might exist solely by reason of such B/A BA being held, at the maturity thereof, by such Multicurrency Revolving Lender in its own right right, and each Canadian Borrower Borrowing Subsidiary agrees not to claim any days of grace if such Multicurrency Revolving Lender as holder sues each such Canadian Borrower Borrowing Subsidiary on the B/A BA for payment of the amounts payable by such Canadian Borrower Borrowing Subsidiary thereunder. On the specified maturity date last day of the Contract Period of a B/ABA, or such earlier date as may be required pursuant to the provisions of this Credit Agreement, each the applicable Canadian Borrower Borrowing Subsidiary shall pay the Multicurrency Revolving Lender that has accepted and purchased such B/A BA the full face amount of such B/ABA, and after such payment such Canadian Borrower Borrowing Subsidiary shall have no further liability in respect of such B/A BA and such Multicurrency Revolving Lender shall be entitled to all benefits of, and be responsible for all payments due to third parties under, such B/A.BA.
(j) At the option of each Canadian Borrower Borrowing Subsidiary and any Multicurrency Revolving Lender, B/As BAs under this Credit Agreement to be accepted by such Multicurrency Revolving that Lender may be issued in the form of depository bills for deposit with The Canadian Depository for Securities Limited pursuant to the Depository Bills and Notes Act (Canada). All depository bills so issued shall be governed by the provisions of this Section 2.15Section.
(k) If a Multicurrency Revolving Tranche B Lender is not a chartered bank under the Bank Act (Canada) or if a Multicurrency Revolving Tranche B Lender notifies the Canadian Agent in writing that it is otherwise unable to accept B/AsBAs, such Multicurrency Revolving Lender will, instead of accepting and purchasing B/Asany BAs, make a Loan (a “B/A BA Equivalent Loan”) to the applicable Canadian Borrower Borrowing Subsidiary in the amount and for the same term as the each draft which such Multicurrency Revolving Lender would otherwise have been required to accept and purchase hereunder. Each such Multicurrency Revolving Lender will provide to the Canadian Agent the Discount Proceeds of such B/A BA Equivalent Loan for the account of the applicable Canadian Borrower Borrowing Subsidiary in the same manner as such Multicurrency Revolving Lender would have provided the Discount Proceeds in respect of the draft which such Multicurrency Revolving Lender would otherwise have been required to accept and purchase hereunder. Each such B/A BA Equivalent Loan will bear interest at the same rate which that would result if such Multicurrency Revolving Lender had accepted (and been paid an acceptance fee) and purchased (on a discounted basis) a B/A BA for the relevant Contract Period (it being the intention of the parties that each such B/A BA Equivalent Loan shall have the same economic consequences for the Multicurrency Revolving Lenders and the applicable Canadian Borrower Borrowing Subsidiary as the B/A which BA that such B/A BA Equivalent Loan replaces). All such interest shall be paid in advance on the date such B/A BA Equivalent Loan is made, and will be deducted from the principal amount of such B/A BA Equivalent Loan in the same manner in which the Discount Proceeds of a B/A BA would be deducted from the face amount of the B/A. BA. Subject to the repayment requirements of this Credit Agreement, on the last day of the relevant Contract Period for such B/A BA Equivalent Loan, the applicable Canadian Borrower Borrowing Subsidiary shall be entitled to convert each such B/A BA Equivalent Loan into another type of Multicurrency Revolving Loan, or to roll over each such B/A BA Equivalent Loan into another B/A BA Equivalent Loan, all in accordance with the applicable provisions of this Credit Agreement.
(l) Notwithstanding any provision hereof, the Borrowers may not prepay any BA Drawing other than on the last day of its Contract Period.
(m) For greater certainty, all provisions of this Agreement that are applicable to BAs shall also be applicable, mutatis mutandis, to BA Equivalent Loans.
Appears in 1 contract
Samples: Credit Agreement (Amdocs LTD)
Canadian Bankers’ Acceptances. (a) Each acceptance and purchase of B/As BAs of a single Contract Period pursuant to Section 2.01 or 2.02 and this Section shall be made ratably by the Multicurrency Revolving Lenders in accordance with the amounts of their Multicurrency Revolving Commitment PercentageCommitments. The failure of any Multicurrency Revolving Lender to accept any B/A BA required to be accepted by it shall not relieve any other Multicurrency Revolving Lender of its obligations hereunder; provided that the Multicurrency Revolving Commitments are several and no Multicurrency Revolving Lender shall be responsible for any other Multicurrency Revolving Lender’s failure to accept B/As BAs as required.
(b) The B/As BAs of a single Contract Period accepted and purchased on any date shall be in an aggregate amount that is an integral multiple of C$1.0 million the Borrowing Multiple and not less than C$5.0 million. The face amount of each B/A shall be C$100,000 or any whole multiple thereofthe Borrowing Minimum. If any Multicurrency Revolving Lender’s ratable share of the B/As BAs of any Contract Period to be accepted on any date would not be an integral multiple of C$100,000Cdn.$100,000, the face amount of the B/As BAs accepted by such Multicurrency Revolving Lender may be increased or reduced to the nearest integral multiple of C$100,000 Cdn.$100,000 by the Canadian Administrative Agent in its sole discretion. B/As BAs of more than one Contract Period may be outstanding at the same time; provided that there shall not at any time be more than a total of five (5) B/A six BA Drawings outstandingoutstanding at any time.
(c) To request an acceptance and purchase of B/AsBAs, a the Canadian Borrower shall notify the Canadian Administrative Agent of such request by telephone or by telecopy not later than 10:00 a.m.12:00 noon., Local Time, one two Business Day Days before the date of such acceptance and purchase. Each such Loan Notice request shall be irrevocable and, if telephonic, and shall be confirmed promptly by hand delivery or telecopy facsimile to the Canadian Administrative Agent of a written request in a form approved by the Canadian Administrative Agent and signed by such the Canadian Borrower. Each such Loan Notice telephonic and written request shall specify the following information:
(i) the aggregate face amount of the B/As BAs to be accepted and purchased;
(ii) the date of such acceptance and purchase, which shall be a Business Day;
(iii) the Contract Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Contract Period” (and which shall in no event end after the Revolving Termination Maturity Date); and
(iv) the location and number of the applicable Canadian Borrower’s account to which any funds the proceeds of such BAs are to be disbursed, which shall comply with the requirements of Section 2.02. If no Contract Period is specified with respect to any requested Any request for an acceptance and purchase of B/AsBAs that shall fail to specify any of the information required by the preceding provisions of this paragraph may be rejected by the Administrative Agent if such failure is not corrected promptly after the Administrative Agent shall give written or telephonic notice thereof to the applicable Borrower and, then the Canadian Borrower shall if so rejected, will be deemed to have selected a Contract Period of 30 days’ durationno force or effect. Promptly following receipt of a Loan Notice request in accordance with this paragraph, the Canadian Administrative Agent shall advise each Multicurrency Revolving Lender of the details thereof and of the amount of B/As BAs to be accepted and purchased by such Multicurrency Revolving Lender.
(d) Each The Canadian Borrower hereby appoints each Multicurrency Revolving Lender as its attorney to sign and endorse on its behalf, manually or by facsimile or mechanical signature, as and when deemed necessary by such Multicurrency Revolving Lender, blank forms of B/AsBAs, each Lender hereby agreeing that it will not sign or endorse BAs in excess of those required in connection with BA Drawings that have been requested by the Canadian Borrower hereunder. It shall be the responsibility of each Multicurrency Revolving Lender to maintain an adequate supply of blank forms of B/As BAs for acceptance under this Credit Agreement. Each The Canadian Borrower recognizes and agrees that all B/As BAs signed and/or endorsed on its behalf by any Multicurrency Revolving Lender in accordance with the Canadian Borrower’s written request shall bind such the Canadian Borrower as fully and effectually as if manually signed and duly issued by authorized officers of such the Canadian Borrower. Each Multicurrency Revolving Lender is hereby authorized to issue such B/As BAs endorsed in blank in such face amounts as may be determined by such Multicurrency Revolving Lender; provided that the aggregate face amount thereof is equal to the aggregate face amount of B/As BAs required to be accepted by such Multicurrency Revolving LenderLender in accordance with the Canadian Borrower’s written request. No Multicurrency Revolving Lender shall be liable for any damage, loss or claim arising by reason of any loss or improper use of any such instrument unless such loss or improper use results from the gross negligence or willful misconduct of such Multicurrency Revolving Lender. Each Multicurrency Revolving Lender shall maintain a record with respect to B/As BAs (i) received by it from the Canadian Administrative Agent in blank hereunder, (ii) voided by it for any reason, (iii) accepted and purchased by it hereunder and (iv) canceled at their respective maturities. Each Multicurrency Revolving Lender further agrees to retain such records in the manner and for the periods provided in applicable provincial or Federal federal statutes and regulations of Canada and to provide such records to each the Canadian Borrower upon its request and at its expense. Upon request by any the Canadian Borrower, a Multicurrency Revolving Lender shall cancel all forms of B/A BA that have been pre-signed or pre-endorsed on behalf of such the Canadian Borrower and that are held by such Multicurrency Revolving Lender and are not required to be issued pursuant to this Credit Agreement.
(e) Drafts of each the Canadian Borrower to be accepted as B/As BAs hereunder shall be signed as set forth in paragraph (d) above. Notwithstanding that any Person whose signature appears on any B/A BA may no longer be an authorized signatory for any of the Multicurrency Revolving Lenders or such the Canadian Borrower at the date of issuance of such B/ABA, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance and any such B/A BA so signed and properly completed shall be binding on such the Canadian Borrower.
(f) Upon acceptance of a B/A BA by a Multicurrency Revolving Lender, such Multicurrency Revolving Lender shall purchase, or arrange the purchase of, such B/A BA from the applicable Canadian Borrower at the Discount Rate for such Multicurrency Revolving Lender applicable to such B/A BA accepted by it and provide to the Canadian Administrative Agent the Discount Proceeds for the account of such the Canadian Borrower as provided in Section 2.022.08. The acceptance fee payable by the applicable Canadian Borrower to a Multicurrency Revolving Lender under Section 2.09 2.13 in respect of each B/A BA accepted by such Multicurrency Revolving Lender shall be set off against the Discount Proceeds payable by such Multicurrency Revolving Lender under this paragraph. Notwithstanding the foregoing, in the case of any B/A BA Drawing resulting from the conversion or continuation of a B/A BA Drawing or Multicurrency Revolving Loan Borrowing pursuant to Section 2.022.09, the net amount that would otherwise be payable to such the Canadian Borrower by each Lender pursuant to this paragraph will be applied as provided in Section 2.02(f2.09(f).
(g) Each Multicurrency Revolving Lender may at any time and from time to time hold, sell, rediscount or otherwise dispose of any or all B/A’s BAs accepted and purchased by itit (it being understood that no such sale, rediscount or disposition shall constitute an assignment or participation of any Revolving Commitment hereunder).
(h) Each B/A BA accepted and purchased hereunder shall mature at the end of the Contract Period applicable thereto.
(i) Each Subject to applicable law, the Canadian Borrower waives presentment for payment and any other defense to payment of any amounts due to a Multicurrency Revolving Lender in respect of a B/A BA accepted and purchased by it pursuant to this Credit Agreement which that might exist solely by reason of such B/A BA being held, at the maturity thereof, by such Multicurrency Revolving Lender in its own right right, and each the Canadian Borrower agrees not to claim any days of grace if such Multicurrency Revolving Lender as holder sues each the Canadian Borrower on the B/A BA for payment of the amounts payable by such the Canadian Borrower thereunder. On the specified maturity date last day of the Contract Period of a B/ABA, or such earlier date as may be required pursuant to the provisions of this Credit Agreement, each the Canadian Borrower shall pay the Multicurrency Revolving Lender that has accepted and purchased such B/A BA the full face amount of such B/ABA, and after such payment such the Canadian Borrower shall have no further liability in respect of such B/A BA and such Multicurrency Revolving Lender shall be entitled to all benefits of, and be responsible for all payments due to third parties under, such B/A.BA.
(j) At the option of each the Canadian Borrower and any Multicurrency Revolving Lender, B/As BAs under this Credit Agreement to be accepted by such Multicurrency Revolving that Lender may be issued in the form of depository bills for deposit with The Canadian Depository for Securities Limited pursuant to the Depository Bills and Notes Act (Canada). All depository bills so issued shall be governed by the provisions of this Section 2.15Section.
(k) If a Multicurrency Revolving Lender is not a chartered bank under the Bank Act (Canada) or if a Multicurrency Revolving Lender notifies the Canadian Administrative Agent in writing that it is otherwise unable to accept B/AsBAs, such Multicurrency Revolving Lender will, instead of accepting and purchasing B/Asany BAs, make a Loan (a “B/A BA Equivalent Loan”) to the applicable Canadian Borrower in the amount and for the same term as the each draft which such Multicurrency Revolving Lender would otherwise have been required to accept and purchase hereunder. Each such Multicurrency Revolving Lender will provide to the Canadian Administrative Agent the Discount Proceeds of such B/A BA Equivalent Loan for the account of the applicable Canadian Borrower in the same manner as such Multicurrency Revolving Lender would have provided the Discount Proceeds in respect of the draft which such Multicurrency Revolving Lender would otherwise have been required to accept and purchase hereunder. Each such B/A BA Equivalent Loan will bear interest at the same rate which that would result if such Multicurrency Revolving Lender had accepted (and been paid an acceptance fee) and purchased (on a discounted basis) a B/A BA for the relevant Contract Period (it being the intention of the parties that each such B/A BA Equivalent Loan shall have the same economic consequences for the Multicurrency Revolving Lenders and the applicable Canadian Borrower as the B/A which BA that such B/A BA Equivalent Loan replaces). All such interest shall be paid in advance on the date such B/A BA Equivalent Loan is made, and will be deducted from the principal amount of such B/A BA Equivalent Loan in the same manner in which the Discount Proceeds of a B/A BA would be deducted from the face amount of the B/A. BA. Subject to the repayment requirements of this Credit Agreement, on the last day of the relevant Contract Period for such B/A BA Equivalent Loan, the applicable Canadian Borrower shall be entitled to convert each such B/A BA Equivalent Loan into another type of Multicurrency Revolving Loan, or to roll over each such B/A BA Equivalent Loan into another B/A BA Equivalent Loan, all in accordance with the applicable provisions of this Credit Agreement.
(l) Notwithstanding any provision hereof but subject to Section 2.12(b), the Canadian Borrower may not prepay any BA Drawing other than on the last day of its Contract Period.
(m) For greater certainty, all provisions of this Agreement that are applicable to BAs shall also be applicable, mutatis mutandis, to BA Equivalent Loans, and all references to principal amounts that are applicable to BAs or BA Drawings shall be deemed to refer to the full face amount thereof in the case of BAs and to the principal amount of any portion thereof consisting of BA Equivalent Loans.
Appears in 1 contract
Canadian Bankers’ Acceptances. (a) Each acceptance and purchase of B/As BAs of a single Contract Period pursuant to Section 2.01 or 2.02 2.01(b) and this Section shall be made ratably by the Multicurrency Revolving Tranche B Lenders in accordance with the amounts of their Multicurrency Revolving Commitment PercentageTranche B Commitments. The failure of any Multicurrency Revolving Lender to accept any B/A BA required to be accepted by it shall not relieve any other Multicurrency Revolving Lender of its obligations hereunder; provided that the Multicurrency Revolving Commitments are several and no Multicurrency Revolving Lender shall be responsible for any other Multicurrency Revolving Lender’s failure to accept B/As BAs as required. Each Lender at its option may accept and purchase any BA by causing any Canadian lending office or Affiliate of such Lender to accept and purchase such BA.
(b) The B/As BAs of a single Contract Period accepted and purchased on any date shall be in an aggregate amount that is an integral multiple of C$1.0 million Cdn.$1,000,000 and not less than C$5.0 million. The face amount of each B/A shall be C$100,000 or any whole multiple thereofCdn.$3,000,000. If any Multicurrency Revolving Lender’s ratable share of the B/As BAs of any Contract Period to be accepted on any date would not be an integral multiple of C$100,000Cdn.$100,000, the face amount of the B/As BAs accepted by such Multicurrency Revolving Lender may be increased or reduced to the nearest integral multiple of C$100,000 Cdn.$100,000 by the Canadian Agent in its sole discretion. B/As BAs of more than one Contract Period may be outstanding at the same time; provided that there shall not at any time be more than a total of five (5) B/A ten BA Drawings outstandingoutstanding at any time.
(c) To request an acceptance and purchase of B/AsBAs, a Canadian Borrower Borrowing Subsidiary shall notify the Canadian Agent of such request by telephone or by telecopy fax not later than 10:00 11:00 a.m., Local Time, one two Business Day Days before the date of such acceptance and purchase. Each such Loan Notice request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery or telecopy fax to the Canadian Agent of a written request in a form approved by the Canadian Agent and signed by such Canadian BorrowerBorrowing Subsidiary. Each such Loan Notice telephonic and written request shall specify the following information:
(i) the aggregate face amount of the B/As BAs to be accepted and purchased;
(ii) the date of such acceptance and purchase, which shall be a Business Day;
(iii) the Contract Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Contract Period” (and which shall in no event end after the Revolving Termination Maturity Date); and
(iv) the location and number of the applicable Canadian BorrowerBorrowing Subsidiary’s account to which any funds the proceeds of such BAs are to be disbursed, which shall comply with the requirements of Section 2.02. If no Contract Period is specified with respect to any requested Any request for an acceptance and purchase of B/As, then BAs that shall fail to specify any of the information required by the preceding provisions of this paragraph may be rejected by the Canadian Agent if such failure is not corrected promptly after the Canadian Agent shall give written or telephonic notice thereof to the applicable Borrower shall and, if so rejected, will be deemed to have selected a Contract Period of 30 days’ durationno force or effect. Promptly following receipt of a Loan Notice request in accordance with this paragraph, the Canadian Agent shall advise each Multicurrency Revolving Tranche B Lender of the details thereof and of the amount of B/As BAs to be accepted and purchased by such Multicurrency Revolving Lender.
(d) Each Canadian Borrower Borrowing Subsidiary hereby appoints each Multicurrency Revolving Tranche B Lender as its attorney to sign and endorse on its behalf, manually or by facsimile or mechanical signature, as and when deemed necessary by such Multicurrency Revolving Lender, blank forms of B/AsBAs, each Tranche B Lender hereby agreeing that it will not sign or endorse BAs in excess of those required in connection with BA Drawings that have been requested by the Canadian Borrowing Subsidiaries hereunder. It shall be the responsibility of each Multicurrency Revolving Tranche B Lender to maintain an adequate supply of blank forms of B/As BAs for acceptance under this Credit Agreement. Each Canadian Borrower Borrowing Subsidiary recognizes and agrees that all B/As BAs signed and/or endorsed on its behalf by any Multicurrency Revolving Tranche B Lender in accordance with such Canadian Borrowing Subsidiary’s written request shall bind such Canadian Borrower Borrowing Subsidiary as fully and effectually as if manually signed and duly issued by authorized officers of such Canadian BorrowerBorrowing Subsidiary. Each Multicurrency Revolving Tranche B Lender is hereby authorized to issue such B/As BAs endorsed in blank in such face amounts as may be determined by such Multicurrency Revolving Lender; provided that the aggregate face amount thereof is equal to the aggregate face amount of B/As BAs required to be accepted by such Multicurrency Revolving LenderLender in accordance with such Canadian Borrowing Subsidiary’s written request. No Multicurrency Revolving Tranche B Lender shall be liable for any damage, loss or claim arising by reason of any loss or improper use of any such instrument unless such loss or improper use results from the gross negligence or willful misconduct of such Multicurrency Revolving Lender. Each Multicurrency Revolving Tranche B Lender shall maintain a record with respect to B/As BAs (i) received by it from the Canadian Agent in blank hereunder, (ii) voided by it for any reason, (iii) accepted and purchased by it hereunder and (iv) canceled at their respective maturities. Each Multicurrency Revolving Tranche B Lender further agrees to retain such records in the manner and for the periods provided in applicable provincial or Federal federal statutes and regulations of Canada and to provide such records to each Canadian Borrower Borrowing Subsidiary upon its request and at its expense. Upon request by any Canadian BorrowerBorrowing Subsidiary, a Multicurrency Revolving Lender shall cancel all forms of B/A BA that have been pre-signed or pre-endorsed on behalf of such Canadian Borrower Borrowing Subsidiary and that are held by such Multicurrency Revolving Lender and are not required to be issued pursuant to this Credit Agreement.
(e) Drafts of each Canadian Borrower Borrowing Subsidiary to be accepted as B/As BAs hereunder shall be signed as set forth in paragraph (d) above. Notwithstanding that any Person whose signature appears on any B/A BA may no longer be an authorized signatory for any of the Multicurrency Revolving Lenders or such Canadian Borrower Borrowing Subsidiary at the date of issuance of such B/ABA, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance and any such B/A BA so signed and properly completed shall be binding on such Canadian BorrowerBorrowing Subsidiary.
(f) Upon acceptance of a B/A BA by a Multicurrency Revolving Lender, such Multicurrency Revolving Lender shall purchase, or arrange the purchase of, such B/A BA from the applicable Canadian Borrower Borrowing Subsidiary at the Discount Rate for such Multicurrency Revolving Lender applicable to such B/A BA accepted by it and provide to the Canadian Agent the Discount Proceeds for the account of such Canadian Borrower Borrowing Subsidiary as provided in Section 2.022.06. The acceptance fee payable by the applicable Canadian Borrower Borrowing Subsidiary to a Multicurrency Revolving Lender under Section 2.09 2.11 in respect of each B/A BA accepted by such Multicurrency Revolving Lender shall be set off against the Discount Proceeds payable by such Multicurrency Revolving Lender under this paragraph. Notwithstanding the foregoing, in the case of any B/A BA Drawing resulting from the conversion or continuation of a B/A BA Drawing or Multicurrency Revolving Loan Borrowing pursuant to Section 2.022.07, the net amount that would otherwise be payable to such Canadian Borrower by each Lender pursuant to this paragraph will be applied as provided in Section 2.02(f2.07(f).
(g) Each Multicurrency Revolving Tranche B Lender may at any time and from time to time hold, sell, rediscount or otherwise dispose of any or all B/ABA’s accepted and purchased by itit (it being understood that no such sale, rediscount or disposition shall constitute an assignment or participation of any Commitment hereunder).
(h) Each B/A BA accepted and purchased hereunder shall mature at the end of the Contract Period applicable thereto.
(i) Each Subject to applicable law, each Canadian Borrower Borrowing Subsidiary waives presentment for payment and any other defense to payment of any amounts due to a Multicurrency Revolving Tranche B Lender in respect of a B/A BA accepted and purchased by it pursuant to this Credit Agreement which that might exist solely by reason of such B/A BA being held, at the maturity thereof, by such Multicurrency Revolving Lender in its own right right, and each Canadian Borrower Borrowing Subsidiary agrees not to claim any days of grace if such Multicurrency Revolving Lender as holder sues each such Canadian Borrower Borrowing Subsidiary on the B/A BA for payment of the amounts payable by such Canadian Borrower Borrowing Subsidiary thereunder. On the specified maturity date last day of the Contract Period of a B/ABA, or such earlier date as may be required pursuant to the provisions of this Credit Agreement, each the applicable Canadian Borrower Borrowing Subsidiary shall pay the Multicurrency Revolving Lender that has accepted and purchased such B/A BA the full face amount of such B/ABA, and after such payment such Canadian Borrower Borrowing Subsidiary shall have no further liability in respect of such B/A BA and such Multicurrency Revolving Lender shall be entitled to all benefits of, and be responsible for all payments due to third parties under, such B/A.BA.
(j) At the option of each Canadian Borrower Borrowing Subsidiary and any Multicurrency Revolving Lender, B/As BAs under this Credit Agreement to be accepted by such Multicurrency Revolving that Lender may be issued in the form of depository bills for deposit with The Canadian Depository for Securities Limited pursuant to the Depository Bills and Notes Act (Canada). All depository bills so issued shall be governed by the provisions of this Section 2.15Section.
(k) If a Multicurrency Revolving Tranche B Lender is not a chartered bank under the Bank Act (Canada) or if a Multicurrency Revolving Tranche B Lender notifies the Canadian Agent in writing that it is otherwise unable to accept B/AsBAs, such Multicurrency Revolving Lender will, instead of accepting and purchasing B/Asany BAs, make a Loan (a “B/A BA Equivalent Loan”) to the applicable Canadian Borrower Borrowing Subsidiary in the amount and for the same term as the each draft which such Multicurrency Revolving Lender would otherwise have been required to accept and purchase hereunder. Each such Multicurrency Revolving Lender will provide to the Canadian Agent the Discount Proceeds of such B/A BA Equivalent Loan for the account of the applicable Canadian Borrower Borrowing Subsidiary in the same manner as such Multicurrency Revolving Lender would have provided the Discount Proceeds in respect of the draft which such Multicurrency Revolving Lender would otherwise have been required to accept and purchase hereunder. Each such B/A BA Equivalent Loan will bear interest at the same rate which that would result if such Multicurrency Revolving Lender had accepted (and been paid an acceptance fee) and purchased (on a discounted basis) a B/A BA for the relevant Contract Period (it being the intention of the parties that each such B/A BA Equivalent Loan shall have the same economic consequences for the Multicurrency Revolving Lenders and the applicable Canadian Borrower Borrowing Subsidiary as the B/A which BA that such B/A BA Equivalent Loan replaces). All such interest shall be paid in advance on the date such B/A BA Equivalent Loan is made, and will be deducted from the principal amount of such B/A BA Equivalent Loan in the same manner in which the Discount Proceeds of a B/A BA would be deducted from the face amount of the B/A. BA. Subject to the repayment requirements of this Credit Agreement, on the last day of the relevant Contract Period for such B/A BA Equivalent Loan, the applicable Canadian Borrower Borrowing Subsidiary shall be entitled to convert each such B/A BA Equivalent Loan into another type of Multicurrency Revolving Loan, or to roll over each such B/A BA Equivalent Loan into another B/A BA Equivalent Loan, all in accordance with the applicable provisions of this Credit Agreement.
(l) Notwithstanding any provision hereof, the Borrowers may not prepay any BA Drawing other than on the last day of its Contract Period.
(m) For greater certainty, all provisions of this Agreement that are applicable to BAs shall also be applicable, mutatis mutandis, to BA Equivalent Loans.
Appears in 1 contract
Samples: Credit Agreement (Amdocs LTD)
Canadian Bankers’ Acceptances. (a) Each acceptance and purchase of B/As of a single Contract Period pursuant to Section 2.01 2.01(b) or 2.02 Section 2.08 shall be made ratably by the Multicurrency Revolving Canadian Tranche Lenders in accordance with the amounts of their Multicurrency Revolving Commitment PercentageCanadian Tranche Commitments. The failure of any Multicurrency Revolving Canadian Tranche Lender to accept any B/A required to be accepted by it shall not relieve any other Multicurrency Revolving Canadian Tranche Lender of its obligations hereunder; provided that the Multicurrency Revolving Canadian Tranche Commitments are several and no Multicurrency Revolving Canadian Tranche Lender shall be responsible for any other Multicurrency Revolving Canadian Tranche Lender’s failure to accept B/As as requiredrequired hereunder.
(b) The B/As of a single Contract Period accepted and purchased on any date shall be in an aggregate amount that is an integral multiple of C$1.0 million 1,000,000 and not less than C$5.0 million1,000,000. The face amount of each B/A shall be C$100,000 or any whole multiple thereof. If any Multicurrency Revolving Canadian Tranche Lender’s ratable share of the B/As of any Contract Period to be accepted on any date would not be an integral multiple of C$100,000, the face amount of the B/As accepted by such Multicurrency Revolving Lender may be increased or reduced to the nearest integral multiple of C$100,000 by the Canadian Administrative Agent in its sole discretion. B/As of more than one Contract Period may be outstanding at the same time; provided that there shall not at any time be more than a total of five (5) B/A Drawings outstanding.
(c) To request an acceptance and purchase of B/As, a the Canadian Borrower shall notify the Canadian Administrative Agent of such request by telephone or by telecopy facsimile not later than 10:00 a.m., Local Time, one Business Day before the date of such acceptance and purchase. Each such Loan Notice request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery or telecopy facsimile to the Canadian Administrative Agent of a written request in a form approved by the Canadian Administrative Agent and signed by such the Canadian Borrower. Each such Loan Notice telephonic and written request shall specify the following information:
(i) the aggregate face amount of the B/As to be accepted and purchased;
(ii) the date of such acceptance and purchase, which shall be a Business Day;
(iii) the Contract Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Contract Period” (and which shall in no event end after the applicable Revolving Termination Facility Maturity Date); and
(iv) the location and number of the applicable Canadian Borrower’s account to which any funds are to be disbursed, which shall comply with the requirements of Section 2.022.07. If no Contract Period is specified with respect to any requested acceptance and purchase of B/As, then the Canadian Borrower shall be deemed to have selected a Contract Period of 30 days’ duration. Promptly following receipt of a Loan Notice request in accordance with this paragraph, the Canadian Administrative Agent shall advise each Multicurrency Revolving Canadian Tranche Lender of the details thereof and of the amount of B/As to be accepted and purchased by such Multicurrency Revolving Lender.
(d) Each The Canadian Borrower hereby appoints each Multicurrency Revolving Canadian Tranche Lender as its attorney to sign and endorse on its behalf, manually or by facsimile or mechanical signature, as and when deemed necessary by such Multicurrency Revolving Lender, blank forms of B/As. It shall be the responsibility of each Multicurrency Revolving Canadian Tranche Lender to maintain an adequate supply of blank forms of B/As for acceptance under this Credit Agreement. Each The Canadian Borrower recognizes and agrees that all B/As signed and/or endorsed on its behalf by any Multicurrency Revolving Canadian Tranche Lender shall bind such the Canadian Borrower as fully and effectually as if manually signed and duly issued by authorized officers of such the Canadian Borrower. Each Multicurrency Revolving Canadian Tranche Lender is hereby authorized to issue such B/As endorsed in blank in such face amounts as may be determined by such Multicurrency Revolving LenderLender to comply with any request of the Canadian Borrower hereunder; provided that the aggregate face amount thereof is equal to the aggregate face amount of B/As required to be accepted by such Multicurrency Revolving Lender. No Multicurrency Revolving Canadian Tranche Lender shall be liable for any damage, loss or claim arising by reason of any loss or improper use of any such instrument unless such loss or improper use results from the gross negligence or willful misconduct of such Multicurrency Revolving Lender. Each Multicurrency Revolving Canadian Tranche Lender shall maintain a record with respect to B/As (i) received by it from the Canadian Administrative Agent in blank hereunder, (ii) voided by it for any reason, (iii) accepted and purchased by it hereunder and (iv) canceled at their respective maturities. Each Multicurrency Revolving Lender further agrees to retain such records in the manner and for the periods provided in applicable provincial or Federal statutes and regulations of Canada and to provide such records to each Canadian Borrower upon its request and at its expense. Upon request by any Canadian Borrower, a Multicurrency Revolving Lender shall cancel all forms of B/A that have been pre-signed or pre-endorsed on behalf of such Canadian Borrower and that are held by such Multicurrency Revolving Lender and are not required to be issued pursuant to this Credit Agreement.
(e) Drafts of each Canadian Borrower to be accepted as B/As hereunder shall be signed as set forth in paragraph (d) above. Notwithstanding that any Person whose signature appears on any B/A may no longer be an authorized signatory for any of the Multicurrency Revolving Lenders or such Canadian Borrower at the date of issuance of such B/A, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance and any such B/A so signed shall be binding on such Canadian Borrower.
(f) Upon acceptance of a B/A by a Multicurrency Revolving Lender, such Multicurrency Revolving Lender shall purchase, or arrange the purchase of, such B/A from the applicable Canadian Borrower at the Discount Rate for such Multicurrency Revolving Lender applicable to such B/A accepted by it and provide to the Canadian Agent the Discount Proceeds for the account of such Canadian Borrower as provided in Section 2.02. The acceptance fee payable by the applicable Canadian Borrower to a Multicurrency Revolving Lender under Section 2.09 in respect of each B/A accepted by such Multicurrency Revolving Lender shall be set off against the Discount Proceeds payable by such Multicurrency Revolving Lender under this paragraph. Notwithstanding the foregoing, in the case of any B/A Drawing resulting from the conversion or continuation of a B/A Drawing or Multicurrency Revolving Loan pursuant to Section 2.02, the net amount that would otherwise be payable to such Canadian Borrower by each Lender pursuant to this paragraph will be applied as provided in Section 2.02(f).
(g) Each Multicurrency Revolving Lender may at any time and from time to time hold, sell, rediscount or otherwise dispose of any or all B/A’s accepted and purchased by it.
(h) Each B/A accepted and purchased hereunder shall mature at the end of the Contract Period applicable thereto.
(i) Each Canadian Borrower waives presentment for payment and any other defense to payment of any amounts due to a Multicurrency Revolving Lender in respect of a B/A accepted and purchased by it pursuant to this Credit Agreement which might exist solely by reason of such B/A being held, at the maturity thereof, by such Multicurrency Revolving Lender in its own right and each Canadian Borrower agrees not to claim any days of grace if such Multicurrency Revolving Lender as holder sues each Canadian Borrower on the B/A for payment of the amounts payable by such Canadian Borrower thereunder. On the specified maturity date of a B/A, or such earlier date as may be required pursuant to the provisions of this Credit Agreement, each Canadian Borrower shall pay the Multicurrency Revolving Lender that has accepted and purchased such B/A the full face amount of such B/A, and after such payment such Canadian Borrower shall have no further liability in respect of such B/A and such Multicurrency Revolving Lender shall be entitled to all benefits of, and be responsible for all payments due to third parties under, such B/A.
(j) At the option of each Canadian Borrower and any Multicurrency Revolving Lender, B/As under this Credit Agreement to be accepted by such Multicurrency Revolving Lender may be issued in the form of depository bills for deposit with The Canadian Depository for Securities Limited pursuant to the Depository Bills and Notes Act (Canada). All depository bills so issued shall be governed by the provisions of this Section 2.15.
(k) If a Multicurrency Revolving Lender is not a chartered bank under the Bank Act (Canada) or if a Multicurrency Revolving Lender notifies the Canadian Agent in writing that it is otherwise unable to accept B/As, such Multicurrency Revolving Lender will, instead of accepting and purchasing B/As, make a Loan (a “B/A Equivalent Loan”) to the applicable Canadian Borrower in the amount and for the same term as the draft which such Multicurrency Revolving Lender would otherwise have been required to accept and purchase hereunder. Each such Multicurrency Revolving Lender will provide to the Canadian Agent the Discount Proceeds of such B/A Equivalent Loan for the account of the applicable Canadian Borrower in the same manner as such Multicurrency Revolving Lender would have provided the Discount Proceeds in respect of the draft which such Multicurrency Revolving Lender would otherwise have been required to accept and purchase hereunder. Each such B/A Equivalent Loan will bear interest at the same rate which would result if such Multicurrency Revolving Lender had accepted (and been paid an acceptance fee) and purchased (on a discounted basis) a B/A for the relevant Contract Period (it being the intention of the parties that each such B/A Equivalent Loan shall have the same economic consequences for the Multicurrency Revolving Lenders and the applicable Canadian Borrower as the B/A which such B/A Equivalent Loan replaces). All such interest shall be paid in advance on the date such B/A Equivalent Loan is made, and will be deducted from the principal amount of such B/A Equivalent Loan in the same manner in which the Discount Proceeds of a B/A would be deducted from the face amount of the B/A. Subject to the repayment requirements of this Credit Agreement, on the last day of the relevant Contract Period for such B/A Equivalent Loan, the applicable Canadian Borrower shall be entitled to convert each such B/A Equivalent Loan into another type of Multicurrency Revolving Loan, or to roll over each such B/A Equivalent Loan into another B/A Equivalent Loan, all in accordance with the applicable provisions of this Credit Agreement.,
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Samples: Amendment Agreement (Hexion Specialty Chemicals, Inc.)
