Common use of Drawing Notice Clause in Contracts

Drawing Notice. (i) Each Drawing shall be made on three Business Days’ prior written notice specified in relation to Bankers’ Acceptances, given not later than 11:00 a.m. (Eastern time), by McKesson Canada to the Canadian Administrative Agent. Each such notice of a Drawing (a “Drawing Notice”) shall be given in substantially the form of Exhibit E annexed hereto or by telephone confirmed promptly in writing, containing the same information as would be contained in a Drawing Notice, and shall specify therein (A) the Drawing Date; (B) the aggregate Face Amount of Drafts to be accepted; and (C) the maturity date for such Drafts. The Canadian Administrative Agent shall give each Canadian Lender prompt notice of such Drawing Notice and of such Canadian Lender’s ratable portion of Drafts to be accepted under the Drawing. (ii) McKesson Canada shall not request in a Drawing Notice a maturity date for Drafts that would be subsequent to the Maturity Date. (iii) Each Drawing Notice shall be irrevocable and binding on McKesson Canada. McKesson Canada shall indemnify each Canadian Lender against any loss or expense incurred by such Canadian Lender as a result of any failure by McKesson Canada to fulfill or honor before the date specified for any Drawing, the applicable conditions set forth in this Section 2.04 or Section 4.02, if the Drawing, as a result of such failure, is not made on such date. (iv) McKesson Canada shall repay, and there shall become due and payable, on the Drawing Date the principal amount of any Canadian Loans which McKesson Canada seeks to convert, if any, in whole or in part, to Bankers’ Acceptances on such Drawing Date. (v) None of the Canadian Administrative Agent, the Administrative Agent or the Canadian Lenders shall incur any liability to any Borrower in acting on the telephonic notice referred to above which the Canadian Administrative Agent, the Administrative Agent or any Canadian Lenders believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of McKesson Canada or for otherwise acting in good faith under this Section 2.04 and upon the acceptance of Drafts pursuant to any such telephonic notice, McKesson Canada shall be liable with respect thereto as provided herein. In the event of a conflict between the Canadian Administrative Agent’s record of the applicable terms of any Drawing and such Drawing Notice, the Canadian Administrative Agent’s record shall prevail, absent manifest or demonstrable error.

Drawing Notice. (i) Each Drawing Bankers' Acceptances shall be made created on three two Business Days’ ' prior written notice specified in relation to Bankers’ Acceptances, given not later than 11:00 a.m. A.M. (Eastern Toronto time), by McKesson Canada Canadian Borrower to the Canadian Administrative Agent, which shall give each Canadian Lender prompt notice thereof and of such Canadian Lender's ratable portion of the aggregate Face Amount of the Drafts to be accepted (and purchased) by such Canadian Lender. Each such notice of a Drawing (a “"Drawing Notice”") shall be given in substantially the form of Exhibit E III-B annexed hereto or by telephone confirmed promptly in writing, containing the same information as would be contained in a Drawing Notice, and shall specify therein (Ai) the Drawing Date; (Bii) the aggregate Face Amount of Drafts to be acceptedaccepted (and purchased); and (Ciii) the maturity date for such Drafts. The Drafts (it being agreed and understood that Canadian Administrative Agent shall give each Canadian Lender prompt notice of such Drawing Notice and of such Canadian Lender’s ratable portion of Drafts to be accepted under the Drawing. (ii) McKesson Canada Borrower shall not request in a Drawing Notice a maturity date for Drafts that which would be subsequent to the Maturity Commitment Termination Date. (iii) ). Neither Canadian Administrative Agent nor any Canadian Lender shall incur any liability to Company or any Borrower in acting on any telephonic notice referred to above that Canadian Administrative Agent or such Canadian Lender believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of Canadian Borrower or for otherwise acting in good faith under this subsection 2.8, and upon the creation and purchase of Bankers' Acceptances pursuant to any such telephonic notice, Canadian Borrower shall be liable with respect thereto as provided herein. Each Drawing Notice shall be irrevocable and binding on McKesson CanadaCanadian Borrower. McKesson Canada Canadian Borrower shall indemnify each Canadian Lender against any loss or expense incurred by such Canadian Lender as a result of any failure by McKesson Canada Canadian Borrower to fulfill or honor before the date specified for any Drawing, applicable Drawing Date the applicable conditions set forth in this Section 2.04 subsection 2.8 or Section 4.02, subsection 3.4 if the Drawing, as a result of such failure, is the requested Bankers' Acceptances are not made on such date. (iv) McKesson Canada shall repay, and there shall become due and payable, on the Drawing Date the principal amount of any Canadian Loans which McKesson Canada seeks to convert, if any, in whole or in part, to Bankers’ Acceptances created and/or purchased on such Drawing Date. (v) None of the Canadian Administrative Agent, the Administrative Agent or the Canadian Lenders shall incur any liability to any Borrower in acting on the telephonic notice referred to above which the Canadian Administrative Agent, the Administrative Agent or any Canadian Lenders believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of McKesson Canada or for otherwise acting in good faith under this Section 2.04 and upon the acceptance of Drafts pursuant to any such telephonic notice, McKesson Canada shall be liable with respect thereto as provided herein. In the event of a conflict between the Canadian Administrative Agent’s record of the applicable terms of any Drawing and such Drawing Notice, the Canadian Administrative Agent’s record shall prevail, absent manifest or demonstrable error.

Drawing Notice. (i) Each Drawing shall be made on three Business Days’ prior written notice specified in relation to Bankers’ Acceptances, given not later than 11:00 a.m. (Eastern time), by McKesson Canada to the Canadian Administrative Agent. Each such notice of a Drawing (a “Drawing Notice”) shall be given in substantially the form of Exhibit E F annexed hereto or by telephone confirmed promptly in writing, containing the same information as would be contained in a Drawing Notice, and shall specify therein (A) the Drawing Date; (B) the aggregate Face Amount of Drafts to be accepted; and (C) the maturity date for such Drafts. The Canadian Administrative Agent shall give each Canadian Lender prompt notice of such Drawing Notice and of such Canadian Lender’s ratable portion of Drafts to be accepted under the Drawing. (ii) McKesson Canada shall not request in a Drawing Notice a maturity date for Drafts that would be subsequent to the Maturity Date. (iii) Each Drawing Notice shall be irrevocable and binding on McKesson Canada. McKesson Canada shall indemnify each Canadian Lender against any loss or expense incurred by such Canadian Lender as a result of any failure by McKesson Canada to fulfill or honor before the date specified for any Drawing, the applicable conditions set forth in this Section 2.04 or Section 4.02, if the Drawing, as a result of such failure, is not made on such date. (iv) McKesson Canada shall repay, and there shall become due and payable, on the Drawing Date the principal amount of any Canadian Loans which McKesson Canada seeks to convert, if any, in whole or in part, to Bankers’ Acceptances on such Drawing Date. (v) None of the Canadian Administrative Agent, the Administrative Agent or the Canadian Lenders shall incur any liability to any Borrower McKesson Canada or the Company in acting on the telephonic notice referred to above which the Canadian Administrative Agent, the Administrative Agent or any Canadian Lenders believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of McKesson Canada or for otherwise acting in good faith under this Section 2.04 and upon the acceptance of Drafts pursuant to any such telephonic notice, McKesson Canada shall be liable with respect thereto as provided herein. In the event of a conflict between the Canadian Administrative Agent’s record of the applicable terms of any Drawing and such Drawing Notice, the Canadian Administrative Agent’s record shall prevail, absent manifest or demonstrable error.

Drawing Notice. (i) Each Drawing shall be made on three two (2) Business Days’ Days prior written notice specified in relation to Bankers’ Acceptances, given not later than 11:00 a.m. 12:00 noon (Eastern Toronto time), by McKesson Canada Safeway to the Canadian Administrative Agent, which shall give each Canadian Lender prompt notice thereof and of such Canadian Lender’s ratable portion of the aggregate Face Amount of the Drafts to be accepted under the Drawing. Each such notice of a Drawing (a “Drawing Notice”) shall be given in substantially the form of Exhibit E VIII annexed hereto or by telephone confirmed promptly in writing, containing the same information as would be contained in a Drawing Notice, and shall specify therein (Ai) the Drawing Date; (Bii) the aggregate Face Amount of Drafts to be accepted; and (Ciii) the maturity date for such Drafts. The Canadian Administrative Agent shall give each Canadian Lender prompt notice of such Drawing Notice Drafts (it being agreed and of such Canadian Lender’s ratable portion of Drafts to be accepted under the Drawing. (ii) McKesson understood that Canada Safeway shall not request in a Drawing Notice a maturity date for Drafts that which would be subsequent to the Maturity Termination Date. ); and (iiiiv) whether the Acceptances are to be delivered to or to the order of the applicable Borrower or to be purchased by the Canadian Lenders. Neither Canadian Administrative Agent nor any Canadian Lender shall incur any liability to any Borrower in acting on the telephonic notice referred to above which Canadian Administrative Agent or such Canadian Lender believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of Canada Safeway or for otherwise acting in good faith under this Section 4, and upon the creation and purchase or delivery of Acceptances pursuant to any such telephonic notice, Canada Safeway shall be liable with respect thereto as provided herein. Each Drawing Notice shall be irrevocable and binding on McKesson CanadaCanada Safeway. McKesson Canada Safeway shall indemnify each Canadian Lender against any loss or expense incurred by such Canadian Lender as a result of any failure by McKesson Canada Safeway to fulfill or honor before the date specified for any Drawing, the applicable conditions set forth in this Section 2.04 4 or Section 4.02subsection 6.4, if the Drawing, as a result of such failure, is not made on such date. (iv) McKesson Canada shall repay, and there shall become due and payable, on the Drawing Date the principal amount of any Canadian Loans which McKesson Canada seeks to convert, if any, in whole or in part, to Bankers’ Acceptances on such Drawing Date. (v) None of the Canadian Administrative Agent, the Administrative Agent or the Canadian Lenders shall incur any liability to any Borrower in acting on the telephonic notice referred to above which the Canadian Administrative Agent, the Administrative Agent or any Canadian Lenders believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of McKesson Canada or for otherwise acting in good faith under this Section 2.04 and upon the acceptance of Drafts pursuant to any such telephonic notice, McKesson Canada shall be liable with respect thereto as provided herein. In the event of a conflict between the Canadian Administrative Agent’s record of the applicable terms of any Drawing and such Drawing Notice, the Canadian Administrative Agent’s record shall prevail, absent manifest or demonstrable error.

Drawing Notice. (i) Each Drawing shall be made on three two Business Days’ Days prior written notice specified in relation to Bankers’ Acceptances, given not later than 11:00 a.m. 12:00 noon (Eastern Toronto time), by McKesson Canada Safeway to the Canadian Administrative Agent, which shall give each Canadian Lender prompt notice thereof and of such Canadian Lender's ratable portion of aggregate Face Amount of the Drafts to be accepted under the Drawing. Each such notice of a Drawing (a “Drawing Notice”"DRAWING NOTICE") shall be given in substantially the form of Exhibit E XII annexed hereto or by telephone confirmed promptly in writing, containing the same information as would be contained in a Drawing Notice, and shall specify therein (Ai) the Drawing Date; (Bii) the aggregate Face Amount of Drafts to be accepted; and (Ciii) the maturity date for such Drafts. The Canadian Administrative Agent shall give each Canadian Lender prompt notice of such Drawing Notice Drafts (it being agreed and of such Canadian Lender’s ratable portion of Drafts to be accepted under the Drawing. (ii) McKesson understood that Canada Safeway shall not request in a Drawing Notice a maturity date for Drafts that which would be subsequent to the Maturity Tranche A Termination Date or the Tranche B Revolving Termination Date. , as the case may be); and (iiiiv) whether the Acceptances are to be delivered to or to the order of the applicable Borrower or to be purchased by the Canadian Lenders. Neither Administrative Agent nor any Canadian Lender shall incur any liability to any Borrower in acting on the telephonic notice referred to above which Administrative Agent or such Canadian Lender believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of Canada Safeway or for otherwise acting in good faith under this Section 4, and upon the creation and purchase or delivery of Acceptances pursuant to any such telephonic notice, Canada Safeway shall be liable with respect thereto as provided herein. Each Drawing Notice shall be irrevocable and binding on McKesson CanadaCanada Safeway. McKesson Canada Safeway shall indemnify each Canadian Lender against any loss or expense incurred by such Canadian Lender as a result of any failure by McKesson Canada Safeway to fulfill or honor before the date specified for any Drawing, the applicable conditions set forth in this Section 2.04 4 or Section 4.02subsection 6.4, if the Drawing, as a result of such failure, is not made on such date. (iv) McKesson Canada shall repay, and there shall become due and payable, on the Drawing Date the principal amount of any Canadian Loans which McKesson Canada seeks to convert, if any, in whole or in part, to Bankers’ Acceptances on such Drawing Date. (v) None of the Canadian Administrative Agent, the Administrative Agent or the Canadian Lenders shall incur any liability to any Borrower in acting on the telephonic notice referred to above which the Canadian Administrative Agent, the Administrative Agent or any Canadian Lenders believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of McKesson Canada or for otherwise acting in good faith under this Section 2.04 and upon the acceptance of Drafts pursuant to any such telephonic notice, McKesson Canada shall be liable with respect thereto as provided herein. In the event of a conflict between the Canadian Administrative Agent’s record of the applicable terms of any Drawing and such Drawing Notice, the Canadian Administrative Agent’s record shall prevail, absent manifest or demonstrable error.

Drawing Notice. (i) Each Drawing shall be made on three Business Days’ ' prior written notice specified in relation to Bankers’ ' Acceptances, given not later than 11:00 a.m. (Eastern Toronto time), by McKesson Canada to the Canadian Administrative Agent. Each such notice of a Drawing (a “"Drawing Notice”") shall be given in substantially the form of Exhibit E F annexed hereto or by telephone confirmed promptly in writing, containing the same information as would be contained in a Drawing Notice, and shall specify therein (A) the Drawing Date; (B) the aggregate Face Amount of Drafts to be accepted; and (C) the maturity date for such Drafts. The Canadian Administrative Agent shall give each Canadian Lender prompt notice of such Drawing Notice and of such Canadian Lender’s 's ratable portion of Drafts to be accepted under the Drawing. (ii) McKesson Canada shall not request in a Drawing Notice a maturity date for Drafts that would be subsequent to the Maturity Date. (iii) Each Drawing Notice shall be irrevocable and binding on McKesson Canada. McKesson Canada shall indemnify each Canadian Lender against any loss or expense incurred by such Canadian Lender as a result of any failure by McKesson Canada to fulfill or honor before the date specified for any Drawing, the applicable conditions set forth in this Section 2.04 or Section 4.02, if the Drawing, as a result of such failure, is not made on such date. (iv) McKesson Canada shall repay, and there shall become due and payable, on the Drawing Date the principal amount of any Canadian Loans which McKesson Canada seeks to convert, if any, in whole or in part, to Bankers’ ' Acceptances on such Drawing Date. (v) None of the Canadian Administrative Agent, the Administrative Agent or the Canadian Lenders shall incur any liability to any Borrower McKesson Canada or the Company in acting on the telephonic notice referred to above which the Canadian Administrative Agent, the Administrative Agent or any Canadian Lenders believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of McKesson Canada or for otherwise acting in good faith under this Section 2.04 and upon the acceptance of Drafts pursuant to any such telephonic notice, McKesson Canada shall be liable with respect thereto as provided herein. In the event of a conflict between the Canadian Administrative Agent’s 's record of the applicable terms of any Drawing and such Drawing Notice, the Canadian Administrative Agent’s 's record shall prevail, absent manifest or demonstrable error.

Drawing Notice. (i) Each Drawing shall be made on three two Business Days’ Days prior written notice specified in relation to Bankers’ Acceptances, given not later than 11:00 a.m. 12:00 noon (Eastern Toronto time), by McKesson Canada Safeway to the Canadian Administrative Agent, which shall give each Canadian Lender prompt notice thereof and of such Canadian Lender’s ratable portion of the aggregate Face Amount of the Drafts to be accepted under the Drawing. Each such notice of a Drawing (a “Drawing Notice”) shall be given in substantially the form of Exhibit E X annexed hereto or by telephone confirmed promptly in writing, containing the same information as would be contained in a Drawing Notice, and shall specify therein (Ai) the Drawing Date; (Bii) the aggregate Face Amount of Drafts to be accepted; and (Ciii) the maturity date for such Drafts. The Canadian Administrative Agent shall give each Canadian Lender prompt notice of such Drawing Notice Drafts (it being agreed and of such Canadian Lender’s ratable portion of Drafts to be accepted under the Drawing. (ii) McKesson understood that Canada Safeway shall not request in a Drawing Notice a maturity date for Drafts that which would be subsequent to the Maturity Termination Date. ); and (iiiiv) whether the Acceptances are to be delivered to or to the order of the applicable Borrower or to be purchased by the Canadian Lenders. Neither Administrative Agent nor any Canadian Lender shall incur any liability to any Borrower in acting on the telephonic notice referred to above which Administrative Agent or such Canadian Lender believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of Canada Safeway or for otherwise acting in good faith under this Section 4, and upon the creation and purchase or delivery of Acceptances pursuant to any such telephonic notice, Canada Safeway shall be liable with respect thereto as provided herein. Each Drawing Notice shall be irrevocable and binding on McKesson CanadaCanada Safeway. McKesson Canada Safeway shall indemnify each Canadian Lender against any loss or expense incurred by such Canadian Lender as a result of any failure by McKesson Canada Safeway to fulfill or honor before the date specified for any Drawing, the applicable conditions set forth in this Section 2.04 4 or Section 4.02subsection 6.4, if the Drawing, as a result of such failure, is not made on such date. (iv) McKesson Canada shall repay, and there shall become due and payable, on the Drawing Date the principal amount of any Canadian Loans which McKesson Canada seeks to convert, if any, in whole or in part, to Bankers’ Acceptances on such Drawing Date. (v) None of the Canadian Administrative Agent, the Administrative Agent or the Canadian Lenders shall incur any liability to any Borrower in acting on the telephonic notice referred to above which the Canadian Administrative Agent, the Administrative Agent or any Canadian Lenders believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of McKesson Canada or for otherwise acting in good faith under this Section 2.04 and upon the acceptance of Drafts pursuant to any such telephonic notice, McKesson Canada shall be liable with respect thereto as provided herein. In the event of a conflict between the Canadian Administrative Agent’s record of the applicable terms of any Drawing and such Drawing Notice, the Canadian Administrative Agent’s record shall prevail, absent manifest or demonstrable error.

Drawing Notice. (i1) Each Drawing shall be made on three two Business Days’ ' prior written notice specified in relation to Bankers’ ' Acceptances, given not later than 11:00 a.m. (Eastern Toronto time), by McKesson Canada the Company and Medis to the Canadian Administrative Agent. Each such notice of a Drawing (a “"Drawing Notice”") shall be given in substantially the form of Exhibit E G annexed hereto or by telephone confirmed promptly in writing, containing the same information as would be contained in a Drawing Notice, and shall specify therein (Ai) the Drawing Date; (Bii) the aggregate Face Amount of Drafts to be accepted; and (Ciii) the maturity date for such Drafts. The Canadian Administrative Agent shall give each Facility A Canadian Lender Bank prompt notice of such Drawing Notice and of such Facility A Canadian Lender’s Bank's ratable portion of Drafts to be accepted under the Drawing. (ii2) McKesson Canada Medis shall not request in a Drawing Notice a maturity date for Drafts that which would be subsequent to the Maturity Facility A Termination Date. (iii3) Each Drawing Notice shall be irrevocable and binding on McKesson CanadaMedis and the Company. McKesson Canada Medis and the Company shall indemnify each Facility A Canadian Lender Bank against any loss or expense incurred by such Facility A Canadian Lender Bank as a result of any failure by McKesson Canada Medis to fulfill or honor before the date specified for any Drawing, the applicable conditions set forth in this Section 2.04 2.18 or Section 4.024.3, if the Drawing, as a result of such failure, is not made on such date. (iv4) McKesson Canada Medis shall repay, and there shall become due and payable, on the Drawing Date the principal amount of any Facility A Canadian Loans which McKesson Canada Medis seeks to convert, if any, in whole or in part, to Bankers’ ' Acceptances on such Drawing Date. (v5) None of the Canadian Administrative Agent, the Administrative Agent or the Facility A Canadian Lenders Banks shall incur any liability to any Borrower Medis or the Company in acting on the telephonic notice referred to above which the Canadian Administrative Agent, the Administrative Agent or any Facility A Canadian Lenders Bank believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of McKesson Canada Medis or for otherwise acting in good faith under this Section 2.04 2.18 and upon the acceptance of Drafts or Bankers' Acceptances pursuant to any such telephonic notice, McKesson Canada Medis shall be liable with respect thereto as provided herein. In the event of a conflict between the Canadian Administrative Agent’s 's record of the applicable terms of any Drawing and such Drawing Notice, the Canadian Administrative Agent’s 's record shall prevail, absent manifest or demonstrable error.