Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans or continuation of Tranche C Loans shall be made upon the applicable Borrower’s irrevocable notice to the Administrative Agent (or Canadian Sub-Agent, in the case of Tranche B, or Australian Sub-Agent, in the case of Tranche C), which may be given by telephone. Each such notice must be received by the Applicable Agent not later than 10:00 a.m. (Pacific time) in the case of Tranche A Loans, 9:00 a.m. (Pacific time) in the case of Tranche B Loans, and 9:00 a.m. (Pacific time) in the case of Tranche C Loans, (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated in US Dollars or of any conversion of Base Rate Loans to Eurocurrency Rate Loans denominated in US Dollars, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, (iii) four Business Days prior to the requested date of any Borrowing or continuation of Tranche C Loans, (iv) on the requested date of any Borrowing of, or conversion of Eurocurrency Rate Loans to, Base Rate Committed Loans, (v) on the requested date of any Borrowing of Canadian Prime Rate Loans and (vi) as set forth in Section 2.15(a) for Bankers’ Acceptances, Drafts or BA Equivalent Notes. Each telephonic notice by a Borrower pursuant to this Section 2.2(a) must be confirmed promptly by delivery to the Applicable Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable Agent. Except as otherwise provided in Section 2.15(a), each Borrowing of, conversion to or continuation of Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans, in a principal amount of US$50,000,000 or a whole multiple of US$1,000,000 in excess thereof (or the Dollar Equivalent thereof); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or any other amount (or meeting any other criterion) as at any time ensures that it does not qualify as attracting funds from the “public” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y) for Tranche B Loans denominated in Canadian Dollars, in a principal amount of CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in a principal amount of A$5,000,000 or integral multiples of A$1,000,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the applicable Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans or Tranche C Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the currency of the Committed Loans to be borrowed. If any Borrower (other than TFA) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in US Dollars. If any Borrower (other than TFA) fails to specify a Type of Committed Loan in a Committed Loan Notice or if such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, (x) in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Canadian Dollars, Base Rate Loans in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian Dollars, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If TFA requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency. (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each appropriate Lender of the contents thereof and the amount (and currency) of its Pro Rata Share of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Administrative Agent shall notify each appropriate Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other than US Dollars, in each case as described in the preceding subsection. In the case of a Committed Borrowing, each Tranche A Lender shall make the amount of its Committed Loan available to the Administrative Agent, each Tranche B Lender shall make the amount of its Committed Loan available to the Canadian Sub-Agent and each Tranche C Lender shall make the amount of its Committed Loan available to the Australian Sub-Agent, in Same Day Funds at the Administrative Agent’s Office for the applicable currency, the office of the Canadian Sub-Agent located in Montreal, Canada, or the Australian Sub-Agent’s Office, as the case may be, not later than 1:00 p.m. on the Business Day specified, in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency or Australian Dollars, in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.2, the Applicable Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent either by (i) crediting the account of such Borrower on the books of BNP Paribas with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent by such Borrower. (c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan. During the existence of an Event of Default, no Loans may be requested as, converted to or continued as Eurocurrency Rate Loans (whether in US Dollars or any Alternative Currency) without the consent of the applicable Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. Except as otherwise provided herein, a Tranche C Loan may be continued only on the last day of an Interest Period for such Tranche C Loan. (d) The Administrative Agent shall promptly notify the applicable Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. The Australian Sub-Agent shall promptly notify TFA and the appropriate Lenders of the interest rate applicable to any Interest Period for Tranche C Loans upon determination of such interest rate. The determination of the Bank ▇▇▇▇ Rate by the Australian Sub-Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the applicable Borrower and the appropriate Lenders of any change in BNP Paribas’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Sub-Agent shall notify TCCI and the Tranche B Lenders of any change in the Canadian Prime Rate promptly following the public announcement of a change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Bank. (e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than fifteen (15) Interest Periods in effect with respect to Committed Loans. (f) Each Lender at its option may make any Loans by causing any domestic or foreign branch or Affiliate of such Lender to make such Loans; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loans in accordance with the terms of this Agreement and provided further that any exercise of such option shall not increase the Borrower’s obligations under Section 3.1 or Section 3.4.
Appears in 3 contracts
Sources: Credit Agreement (Toyota Motor Credit Corp), Credit Agreement (Toyota Motor Credit Corp), Credit Agreement (Toyota Motor Credit Corp)
Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans or continuation of Tranche C Committed Loans shall be made upon the applicable a Borrower’s irrevocable (subject to Section 3.03) notice to the Administrative Agent (or Canadian Sub-Agent, in the case of Tranche B, or Australian Sub-Agent, in the case of Tranche C), which may be given by (A) telephone, or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such notice Committed Loan Notice must be received by the Applicable Administrative Agent not later than 10:00 a.m. (Pacific time) in the case of Tranche A Loans, 9:00 a.m. (Pacific time) in the case of Tranche B Loans, and 9:00 a.m. (Pacific time) in the case of Tranche C Loans, 12:00 p.m.
(i) three Business Days prior to the requested date of (A) any Borrowing of Eurocurrency Rate Committed Loans (as to Canadian Dollars), (B) any continuation of Eurocurrency Rate Committed Loans (as to Canadian Dollars) or (C) any Borrowing of Canadian BA’s, (ii) two Business Days prior to the requested date of (A) any Borrowing of Eurocurrency Rate Committed Loans (with respect to Loans denominated in Dollars), or (B) any conversion to or continuation of Eurocurrency Rate Committed Loans (with respect to Loans denominated in Dollars), and (iii) on the requested date of any Borrowing of or conversion to Base Rate Committed Loans; provided, however, that if such Borrower wishes to request (x) Eurocurrency Rate Committed Loans (with respect to Loans denominated in Dollars) having an Interest Period other than one month, three months or six months in duration or (y) Eurocurrency Rate Committed Loans (with respect to Loans denominated in Canadian Dollars) having an Interest Period other than one month, two months or three months, in each case, as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 12:00 p.m. three Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent (x) shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all such Lenders and (y) not later than 12:00 p.m., two Business Days before the requested date of such Borrowing, conversion or continuation, shall notify such Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders.
(b) Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated in US Dollars or of any conversion of Base Rate Loans to Eurocurrency Rate Loans denominated in US Dollars, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, (iii) four Business Days prior to the requested date of any Borrowing or continuation of Tranche C Loans, (iv) on the requested date of any Borrowing of, or conversion of Eurocurrency Rate Loans to, Base Rate Committed Loans, (v) on the requested date of any Borrowing of Canadian Prime Rate Loans and (vi) as set forth in Section 2.15(a) for Bankers’ Acceptances, Drafts or BA Equivalent Notes. Each telephonic notice by a Borrower pursuant to this Section 2.2(a) must be confirmed promptly by delivery to the Applicable Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable Agent. Except as otherwise provided in Section 2.15(a), each Borrowing of, conversion to or continuation of Loans shall be (xA) for Loans other than Tranche B with respect to Loans denominated in Canadian Dollars and other than Tranche C LoansDollars, in a principal amount of US$50,000,000 $1,000,000 or a whole multiple of US$1,000,000 $100,000 in excess thereof and (or the Dollar Equivalent thereof); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or any other amount (or meeting any other criterionB) as at any time ensures that it does not qualify as attracting funds from the “public” under or pursuant with respect to the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y) for Tranche B Loans denominated in Canadian Dollars, in a principal amount of CDN$5,000,000 C$1,000,000 or integral multiples a whole multiple of CDN$1,000,000 C$100,000 in excess thereof thereof. Except as provided in Sections 2.03(f) and 2.04(c), each Borrowing of or (z) for Tranche C Loans, conversion to Base Rate Committed Loans shall be in a principal amount of A$5,000,000 $1,000,000 or integral multiples a whole multiple of A$1,000,000 $100,000 in excess thereof. .
(c) Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the applicable such Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans or Tranche C Committed Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continuedcontinued (or the aggregate face amount of the Canadian BA’s to be accepted, if applicable), (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (or the maturity of the Canadian BA’s, if applicable), (vi) the currency of the Committed Loans to be borrowedborrowed and (vii) the applicable Borrower. If any a Borrower (other than TFA) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in US Dollars. If any a Borrower (other than TFA) fails to specify a Type of Committed Loan in a Committed Loan Notice or if such a Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, to Base Rate Loans (x) in the case of with respect to Loans denominated in Canadian Dollars, Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Canadian Dollars, Base Rate Loans in an amount being the Dollar Equivalent of such Loans); provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian Dollars, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Committed Loans. If the applicable a Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If TFA requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.
(bd) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each appropriate Lender of the contents thereof and the amount (and currency) of its Pro Rata Share Applicable Percentage of the applicable Committed LoansLoans or Canadian BA’s, and if no timely notice of a conversion or continuation is provided by the applicable BorrowerCompany, the Administrative Agent shall notify each appropriate Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other than US Dollars, in each case as described in the preceding subsection. In the case of a Committed Borrowing, each Tranche A Lender shall make the amount of its Committed Loan available to the Administrative Agent, each Tranche B Lender shall make the amount of its Committed Loan available to the Canadian Sub-Agent and each Tranche C Lender shall make the amount of its Committed Loan available to the Australian Sub-Agent, in Same Day Funds at the Administrative Agent’s Office for the applicable currency, the office of the Canadian Sub-Agent located in Montreal, Canada, or the Australian Sub-Agent’s Office, as the case may be, currency not later than 1:00 p.m. on the Business Day specified2:00 p.m., in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency or Australian DollarsCanadian Dollars (or, in the case of Canadian BA’s, such amount with respect thereto in accordance with Section 4(b) of Schedule 2.01A), in each case on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.24.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Applicable Administrative Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent, at the Canadian Sub-Agent or the Australian Sub-Agent Company’s election, either by (i) crediting the account of such Borrower on the books of BNP Paribas Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent by the Company as set forth in the Committed Loan Notice; provided, however, that if, immediately prior to delivery by the applicable Borrower of the Committed Loan Notice with respect to such BorrowerBorrowing, there are L/C Borrowings in such currency outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the applicable Borrower as provided above.
(ce) Except as otherwise provided herein, a Eurocurrency Rate Committed Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Committed Loan. During Upon the existence occurrence and during the continuation of an Event of Default, no Loans may be requested as, converted to or continued as Eurocurrency Rate Committed Loans (whether in US Dollars or any Alternative CurrencyCanadian Dollars) without the consent of the applicable Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency Canadian Dollars be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, in each case, on the last day of the then current Interest Period with respect thereto. Except as otherwise provided herein, a Tranche C Loan may be continued only on the last day of an Interest Period for such Tranche C Loan.
(df) The Administrative Agent shall promptly notify the applicable Borrower Company and the appropriate Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Committed Loans upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. The Australian Sub-Agent shall promptly notify TFA and the appropriate Lenders of the interest rate applicable to any Interest Period for Tranche C Loans upon determination of such interest rate. The determination of the Bank ▇▇▇▇ Rate by the Australian Sub-Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the applicable Borrower Company and the appropriate Lenders of any change in BNP ParibasBank of America’s prime rate used in determining the Base Rate and the effective date thereof promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Sub-Agent shall notify TCCI and the Tranche B Lenders of any change in the Canadian Prime Rate promptly following the public announcement of a change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Bank.
(eg) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than fifteen (15) ten Interest Periods in effect at any one time with respect to Committed Loans.
(f) Each Lender at its option may make any Loans by causing any domestic or foreign branch or Affiliate of such Lender to make such Loans; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loans in accordance with the terms of this Agreement and provided further that any exercise of such option shall not increase the Borrower’s obligations under Section 3.1 or Section 3.4.
Appears in 3 contracts
Sources: Credit Agreement (Plains All American Pipeline Lp), Credit Agreement (Plains Gp Holdings Lp), Credit Agreement (Plains Gp Holdings Lp)
Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans or continuation of Tranche C Loans shall be made upon the applicable Borrower’s irrevocable notice to the Administrative Agent (or Canadian Sub-Agent, in the case of Tranche B, or Australian Sub-Agent, in the case of Tranche C), which may be given by telephone. Each such notice must be received by the Applicable Agent not later than 10:00 a.m. (Pacific time) in the case of Tranche A Loans, 9:00 a.m. (Pacific time) in the case of Tranche B Loans, and 9:00 a.m. (Pacific time) in the case of Tranche C Loans, (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated in US Dollars or of any conversion of Base Rate Loans to Eurocurrency Rate Loans denominated in US Dollars, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, (iii) four Business Days prior to the requested date of any Borrowing or continuation of Tranche C Loans, (iv) on the requested date of any Borrowing of, or conversion of Eurocurrency Rate Loans to, Base Rate Committed Loans, (v) on the requested date of any Borrowing of Canadian Prime Rate Loans and (vi) as set forth in Section 2.15(a) for Bankers’ Acceptances, Drafts or BA Equivalent Notes. Each telephonic notice by a Borrower pursuant to this Section 2.2(a) must be confirmed promptly by delivery to the Applicable Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable Agent. Except as otherwise provided in Section 2.15(a), each Borrowing of, conversion to or continuation of Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans, in a principal amount of US$50,000,000 or a whole multiple of US$1,000,000 in excess thereof (or the Dollar Equivalent thereof); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or any other amount (or meeting any other criterion) as at any time ensures that it does not qualify as attracting funds from the “public” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y) for Tranche B Loans denominated in Canadian Dollars, in a principal amount of CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in a principal amount of A$5,000,000 or integral multiples of A$1,000,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the applicable Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans or Tranche C Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the currency of the Committed Loans to be borrowed. If any Borrower (other than TFA) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in US Dollars. If any Borrower (other than TFA) fails to specify a Type of Committed Loan in a Committed Loan Notice or if such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, (x) in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Canadian Dollars, Base Rate Loans in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian Dollars, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If TFA requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency. Notwithstanding the foregoing, if after giving effect to the making of any Tranche A Loans, Tranche B Loans or Tranche C Loans, the Unused Tranche A Commitment would be less than or equal to the Dollar Equivalent of EUR 300,000,000 (as determined by the Administrative Agent), then, only to the extent TKG has not borrowed EUR 300,000,000 as of the date such Loan is to be made, such Loans shall not be made without the consent of TKG (which consent may be waived only by TKG).
(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each appropriate Lender of the contents thereof and the amount (and currency) of its Pro Rata Share of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Administrative Agent shall notify each appropriate Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other than US Dollars, in each case as described in the preceding subsection. In the case of a Committed Borrowing, each Tranche A Lender shall make the amount of its Committed Loan available to the Administrative Agent, each Tranche B Lender shall make the amount of its Committed Loan available to the Canadian Sub-Agent and each Tranche C Lender shall make the amount of its Committed Loan available to the Australian Sub-Agent, in Same Day Funds at the Administrative Agent’s Office for the applicable currency, the office of the Canadian Sub-Agent located in Montreal, Canada, or the Australian Sub-Agent’s Office, as the case may be, not later than 1:00 p.m. on the Business Day specified, in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency or Australian Dollars, in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.2, the Applicable Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent either by (i) crediting the account of such Borrower on the books of BNP Paribas with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent by such Borrower.
(c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan. During the existence of an Event of Default, no Loans may be requested as, converted to or continued as Eurocurrency Rate Loans (whether in US Dollars or any Alternative Currency) without the consent of the applicable Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. Except as otherwise provided herein, a Tranche C Loan may be continued only on the last day of an Interest Period for such Tranche C Loan.
(d) The Administrative Agent shall promptly notify the applicable Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. The Australian Sub-Agent shall promptly notify TFA and the appropriate Lenders of the interest rate applicable to any Interest Period for Tranche C Loans upon determination of such interest rate. The determination of the Bank ▇B▇▇▇ Rate by the Australian Sub-Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the applicable Borrower and the appropriate Lenders of any change in BNP Paribas’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Sub-Agent shall notify TCCI and the Tranche B Lenders of any change in the Canadian Prime Rate promptly following the public announcement of a change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Bank.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than fifteen (15) Interest Periods in effect with respect to Committed Loans.
(f) Each Lender at its option may make any Loans by causing any domestic or foreign branch or Affiliate of such Lender to make such Loans; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loans in accordance with the terms of this Agreement and provided further that any exercise of such option shall not increase the Borrower’s obligations under Section 3.1 or Section 3.4.
Appears in 3 contracts
Sources: 364 Day Credit Agreement (Toyota Motor Credit Corp), 364 Day Credit Agreement (Toyota Motor Credit Corp), 364 Day Credit Agreement (Toyota Motor Credit Corp)
Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed With respect to Domestic Loans, each Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurocurrency Eurodollar Rate Loans or continuation of Tranche C Loans shall be made upon the applicable Domestic Borrower’s irrevocable notice to the Administrative Agent (or Canadian Sub-Agent, in the case of Tranche B, or Australian Sub-Agent, in the case of Tranche C), which may be given by telephone. Each such notice must be received by the Applicable Administrative Agent not later than 10:00 a.m. (Pacific time) in the case of Tranche A Loans, 9:00 a.m. (Pacific time) in the case of Tranche B Loans, and 9:00 a.m. (Pacific time) in the case of Tranche C Loans, a.m.
(i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Eurodollar Rate Loans denominated in US Dollars or of any conversion of Base Eurodollar Rate Loans to Eurocurrency Base Rate Loans denominated in US DollarsCommitted Loans, and (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to on the requested date of any Borrowing or of Base Rate Committed Loans. With respect to Canadian Loans, each Borrowing, each conversion of Canadian Loans from one Type to the other and each continuation of Eurocurrency Eurodollar Rate Loans denominated in Alternative Currenciesshall be made upon McKesson Canada’s irrevocable notice to the Canadian Administrative Agent, which may be given by telephone. Each such notice must be received by the Canadian Administrative Agent not later than 11:00 a.m. (iiiEastern time) four (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Tranche C Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Canadian Prime Rate Loans, and (ivii) on the requested date of any Borrowing of, or conversion of Eurocurrency Rate Loans to, Base Rate Committed Loans, (v) on one Business Day prior to the requested date of any Borrowing of Canadian Prime Rate Loans and (vi) as set forth in Section 2.15(a) for Bankers’ Acceptances, Drafts or BA Equivalent NotesLoans. Each telephonic notice by a Borrower pursuant to this Section 2.2(a2.02(a) must be confirmed promptly by delivery to the Applicable Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable AgentBorrower. Except as otherwise provided in Section 2.15(a), each Borrowing ofEach Borrowing, conversion to or continuation of Domestic Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans, in a principal amount of US$50,000,000 $5,000,000 or a whole multiple of US$$1,000,000 in excess thereof (or the Dollar Equivalent thereof); provided thatand, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or any other amount (or meeting any other criterion) as at any time ensures that it does not qualify as attracting funds from the “public” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y) for Tranche B Loans denominated in Canadian Dollars, in a principal amount of CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in a principal an aggregate minimum amount of A$5,000,000 Cdn.$5,000,000 or integral multiples any whole multiple of A$1,000,000 Cdn.$1,000,000 in excess thereof. Each Except as provided in Section 2.03(c) and 2.04(g), each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the applicable Applicable Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurocurrency Eurodollar Rate Loans or Tranche C Loans, (ii) the identity of the Borrower and the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the currency of the Committed Loans to be borrowedApplicable Currency. If any the Applicable Borrower (other than TFA) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in US Dollars. If any Borrower (other than TFA) fails to specify a Type of Committed Loan in a Committed Loan Notice or if such the Applicable Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, (x) in the case of Base Rate Loans denominated in Canadian Dollars, or Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Canadian DollarsLoans, Base Rate Loans in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian Dollars, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one monthappropriate. Any such automatic conversion to Base Rate Loans or Canadian Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Eurodollar Rate Loans. If the applicable Applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it they will be deemed to have specified an Interest Period of one month. If TFA requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.
(b) Following receipt of a Committed Loan NoticeNotice for Domestic Loans, the Administrative Agent shall promptly notify each appropriate Lender of the contents thereof and the amount (and currency) of its Pro Rata Share of the applicable Committed Domestic Loans, and if no timely notice of a conversion or continuation is provided by the applicable Domestic Borrower, the Administrative Agent shall notify each appropriate Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.02(a). Following receipt of a Committed Loan Notice for Canadian Loans, the Canadian Administrative Agent shall promptly notify each Canadian Lender of the amount of its Canadian Pro Rata Share of the applicable Canadian Loans, and if no timely notice of a conversion or continuation is provided by the Borrowers, the Canadian Administrative Agent shall notify each Canadian Lender of Committed the details of any automatic conversion to Canadian Prime Rate Loans denominated in a currency other than US Dollars, in each case as described in the preceding subsectionSection 2.02(a). In the case of a Committed Borrowing, each Tranche A Lender shall make the amount of its Committed Domestic Loan available to the Administrative Agent, each Tranche B Lender shall make the amount of its Committed Loan Agent in immediately available to the Canadian Sub-Agent and each Tranche C Lender shall make the amount of its Committed Loan available to the Australian Sub-Agent, in Same Day Funds funds at the Administrative Agent’s Office for the applicable currency, the office of the Canadian Sub-Agent located in Montreal, Canada, or the Australian Sub-Agent’s Office, as the case may be, not later than 1:00 p.m. 11:00 a.m., and each Canadian Lender will make the amount of its Canadian Loan available to the Canadian Administrative Agent in Canadian Dollars at the Canadian Administrative Agent’s Office by 11:00 a.m. (Eastern time) on the Business Day specified, in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency or Australian Dollars, in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.24.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Applicable Agent shall make all funds so received available to the applicable Applicable Borrower in like funds as received by the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Applicable Agent either by (i) crediting the account of such the Applicable Borrower on the books of BNP Paribas Bank of America or BA Canada with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Applicable Agent by the Applicable Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by a Borrower, there are unpaid amounts due in respect of Bankers’ Acceptances, in the case of McKesson Canada, or L/C Borrowings outstanding, in the case of the Domestic Borrowers, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such unpaid amounts and L/C Borrowings, and second, to the Applicable Borrower as provided above.
(c) Except as otherwise provided herein, a Eurocurrency Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Eurodollar Rate Loan. During the existence of an Event of a Default, no Loans may be requested as, converted to or continued as Eurocurrency Eurodollar Rate Loans (whether in US Dollars or any Alternative Currency) without the consent of the applicable Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. Except as otherwise provided herein, a Tranche C Loan may be continued only on the last day of an Interest Period for such Tranche C Loan.
(d) The Administrative Agent shall promptly notify the applicable Applicable Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Eurocurrency Eurodollar Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error. The Australian Sub-Agent shall promptly notify TFA and the appropriate Lenders of the interest rate applicable to any Interest Period for Tranche C Loans upon determination of such interest rate. The determination of the Bank ▇▇▇▇ Rate by the Australian Sub-Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the applicable Borrower Domestic Borrowers and the appropriate Lenders of any change in BNP ParibasBank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Sub-Administrative Agent shall notify TCCI McKesson Canada and the Tranche B Canadian Lenders of any change in BA Canada’s prime lending rate used in determining the Canadian Prime Rate promptly following the public announcement of a change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Banksuch change.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than fifteen (15) ten Interest Periods in effect at any time with respect to Committed Loans.
(f) Each Lender at its option may make The Dollar Equivalent amount of any Loans Borrowing in Canadian Dollars will be determined by causing any domestic or foreign branch or Affiliate of the Canadian Administrative Agent for such Lender to make such Loans; provided that any exercise of such option shall not affect Borrowing on the obligation of the applicable Borrower to repay such Loans Computation Date therefor in accordance with the terms of this Agreement Section 2.16(a) and provided further that any exercise of such option shall not increase the Borrower’s obligations under Section 3.1 or Section 3.4be conclusive absent manifest error.
Appears in 3 contracts
Sources: Credit Agreement (McKesson Corp), Credit Agreement (McKesson Corp), Credit Agreement (McKesson Corp)
Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed With respect to Domestic Loans, each Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurocurrency Eurodollar Rate Loans or continuation of Tranche C Loans shall be made upon the applicable BorrowerCompany’s irrevocable notice to the Administrative Agent (or Canadian Sub-Agent, in the case of Tranche B, or Australian Sub-Agent, in the case of Tranche C), which may be given by telephone. Each such notice must be received by the Applicable Administrative Agent not later than 10:00 a.m. (Pacific time) in the case of Tranche A Loans, 9:00 a.m. (Pacific time) in the case of Tranche B Loans, and 9:00 a.m. (Pacific time) in the case of Tranche C Loans, a.m.
(i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Eurodollar Rate Loans denominated in US Dollars or of any conversion of Base Eurodollar Rate Loans to Eurocurrency Base Rate Loans denominated in US DollarsCommitted Loans, and (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to on the requested date of any Borrowing or of Base Rate Committed Loans. With respect to Canadian Loans, each Borrowing, each conversion of Canadian Loans from one Type to the other and each continuation of Eurocurrency Eurodollar Rate Loans denominated in Alternative Currenciesshall be made upon McKesson Canada’s irrevocable notice to the Canadian Administrative Agent, which may be given by telephone. Each such notice must be received by the Canadian Administrative Agent not later than 11:00 a.m. (iiiEastern time) four (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Tranche C Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Canadian Prime Rate Loans, and (ivii) on the requested date of any Borrowing of, or conversion of Eurocurrency Rate Loans to, Base Rate Committed Loans, (v) on one Business Day prior to the requested date of any Borrowing of Canadian Prime Rate Loans and (vi) as set forth in Section 2.15(a) for Bankers’ Acceptances, Drafts or BA Equivalent NotesLoans. Each telephonic notice by a Borrower pursuant to this Section 2.2(a2.02(a) must be confirmed promptly by delivery to the Applicable Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable AgentBorrower. Except as otherwise provided in Section 2.15(a), each Borrowing ofEach Borrowing, conversion to or continuation of Domestic Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans, in a principal amount of US$50,000,000 $5,000,000 or a whole multiple of US$$1,000,000 in excess thereof (or the Dollar Equivalent thereof); provided thatand, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or any other amount (or meeting any other criterion) as at any time ensures that it does not qualify as attracting funds from the “public” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y) for Tranche B Loans denominated in Canadian Dollars, in a principal amount of CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in a principal an aggregate minimum amount of A$5,000,000 Cdn.$5,000,000 or integral multiples any whole multiple of A$1,000,000 Cdn.$1,000,000 in excess thereof. Each Except as provided in Section 2.03(c) and 2.04(g), each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the applicable Applicable Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurocurrency Eurodollar Rate Loans or Tranche C Loans, (ii) the identity of the Borrower and the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the currency of the Committed Loans to be borrowedApplicable Currency. If any the Applicable Borrower (other than TFA) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in US Dollars. If any Borrower (other than TFA) fails to specify a Type of Committed Loan in a Committed Loan Notice or if such the Applicable Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, (x) in the case of Base Rate Loans denominated in Canadian Dollars, or Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Canadian DollarsLoans, Base Rate Loans in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian Dollars, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one monthappropriate. Any such automatic conversion to Base Rate Loans or Canadian Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Eurodollar Rate Loans. If the applicable Applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it they will be deemed to have specified an Interest Period of one month. If TFA requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.
(b) Following receipt of a Committed Loan NoticeNotice for Domestic Loans, the Administrative Agent shall promptly notify each appropriate Lender of the contents thereof and the amount (and currency) of its Pro Rata Share of the applicable Committed Domestic Loans, and if no timely notice of a conversion or continuation is provided by the applicable BorrowerCompany, the Administrative Agent shall notify each appropriate Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.02(a). Following receipt of a Committed Loan Notice for Canadian Loans, the Canadian Administrative Agent shall promptly notify each Canadian Lender of the amount of its Canadian Pro Rata Share of the applicable Canadian Loans, and if no timely notice of a conversion or continuation is provided by the Borrowers, the Canadian Administrative Agent shall notify each Canadian Lender of Committed the details of any automatic conversion to Canadian Prime Rate Loans denominated in a currency other than US Dollars, in each case as described in the preceding subsectionSection 2.02(a). In the case of a Committed Borrowing, each Tranche A Lender shall make the amount of its Committed Domestic Loan available to the Administrative Agent, each Tranche B Lender shall make the amount of its Committed Loan Agent in immediately available to the Canadian Sub-Agent and each Tranche C Lender shall make the amount of its Committed Loan available to the Australian Sub-Agent, in Same Day Funds funds at the Administrative Agent’s Office for the applicable currency, the office of the Canadian Sub-Agent located in Montreal, Canada, or the Australian Sub-Agent’s Office, as the case may be, not later than 1:00 p.m. 11:00 a.m., and each Canadian Lender will make the amount of its Canadian Loan available to the Canadian Administrative Agent in Canadian Dollars at the Canadian Administrative Agent’s Office by 11:00 a.m. (Eastern time) on the Business Day specified, in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency or Australian Dollars, in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.24.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Applicable Agent shall make all funds so received available to the applicable Applicable Borrower in like funds as received by the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Applicable Agent either by (i) crediting the account of such the Applicable Borrower on the books of BNP Paribas Bank of America or BA Canada with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Applicable Agent by the Applicable Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by a Borrower, there are unpaid amounts due in respect of Bankers’ Acceptances, in the case of McKesson Canada, or L/C Borrowings outstanding, in the case of the Company, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such unpaid amounts and L/C Borrowings, and second, to the Applicable Borrower as provided above.
(c) Except as otherwise provided herein, a Eurocurrency Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Eurodollar Rate Loan. During the existence of an Event of a Default, no Loans may be requested as, converted to or continued as Eurocurrency Eurodollar Rate Loans (whether in US Dollars or any Alternative Currency) without the consent of the applicable Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. Except as otherwise provided herein, a Tranche C Loan may be continued only on the last day of an Interest Period for such Tranche C Loan.
(d) The Administrative Agent shall promptly notify the applicable Applicable Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Eurocurrency Eurodollar Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error. The Australian Sub-Agent shall promptly notify TFA and the appropriate Lenders of the interest rate applicable to any Interest Period for Tranche C Loans upon determination of such interest rate. The determination of the Bank ▇▇▇▇ Rate by the Australian Sub-Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the applicable Borrower Company and the appropriate Lenders of any change in BNP ParibasBank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Sub-Administrative Agent shall notify TCCI McKesson Canada and the Tranche B Canadian Lenders of any change in BA Canada’s prime lending rate used in determining the Canadian Prime Rate promptly following the public announcement of a change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Banksuch change.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than fifteen (15) ten Interest Periods in effect at any time with respect to Committed Loans.
(f) Each Lender at its option may make The Dollar Equivalent amount of any Loans Borrowing in Canadian Dollars will be determined by causing any domestic or foreign branch or Affiliate of the Canadian Administrative Agent for such Lender to make such Loans; provided that any exercise of such option shall not affect Borrowing on the obligation of the applicable Borrower to repay such Loans Computation Date therefor in accordance with the terms of this Agreement Section 2.16(a) and provided further that any exercise of such option shall not increase the Borrower’s obligations under Section 3.1 or Section 3.4be conclusive absent manifest error.
Appears in 2 contracts
Sources: Credit Agreement (McKesson Corp), Credit Agreement (McKesson Corp)
Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans or continuation of Tranche C Loans shall be made upon the applicable Borrower’s irrevocable notice to the Administrative Agent (or Canadian Sub-Agent, in the case of Tranche B, or Australian Sub-Agent, in the case of Tranche C), which may be given by telephone. Each such notice must be received by the Applicable Administrative Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 a.m. (Pacific time) in the case of Tranche A Loans, Loans and 9:00 a.m. (Pacific time) in the case of Tranche B Loans, and 9:00 a.m. (Pacific time) in the case of Tranche C Loans, (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated in US Dollars or of any conversion of Base Rate Loans to Eurocurrency Rate Loans denominated in US DollarsDollars to Base Rate Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, (iii) four Business Days prior to the requested date of any Borrowing or continuation of Tranche C Loans, (iv) on the requested date of any Borrowing of, or conversion of Eurocurrency Rate Loans to, Base Rate Committed Loans, (viv) on the requested date of any Borrowing of Canadian Prime Rate Loans and (viv) as set forth in Section 2.15(a) for Bankers’ Acceptances, Drafts Acceptances or BA Equivalent Notes. Each telephonic notice by a Borrower pursuant to this Section 2.2(a) must be confirmed promptly by delivery to the Applicable Administrative Agent or Canadian Sub-Agent, as applicable, of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable Administrative Agent or Canadian Sub-Agent, as applicable. Except as otherwise provided in Section 2.15(a), each Borrowing of, conversion to or continuation of Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C LoansDollars, in a principal amount of US$50,000,000 or a whole multiple of US$1,000,000 5,000,000 in excess thereof (or the Dollar Equivalent thereof); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or any other amount (or meeting any other criterion) as at any time ensures that it does not qualify as attracting funds from set forth in the definition of “publicprofessional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht), ) or (y) for Tranche B Loans denominated in Canadian Dollars, in a principal amount of CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in a principal amount of A$5,000,000 or integral multiples of A$1,000,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the applicable Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans or Tranche C Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the currency of the Committed Loans to be borrowed. If any Borrower (other than TFA) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in US Dollars. If any Borrower (other than TFA) fails to specify a Type of Committed Loan in a Committed Loan Notice or if such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, (x) in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Canadian Dollars, Base Rate Loans in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian Dollars, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If TFA requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency. Notwithstanding the foregoing, if after giving effect to the making of any Tranche A Loans or Tranche B Loans the Unused Tranche A Commitment would be less than or equal to the Dollar Equivalent of EUR 300,000,000 (as determined by the Administrative Agent), then, only to the extent TKG has not borrowed EUR 300,000,000 as of the date such Loan is to be made, such Loans shall not be made without the consent of TKG (which consent may be waived only by TKG).
(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each appropriate Lender of the contents thereof and the amount (and currency) of its Pro Rata Share of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Administrative Agent shall notify each appropriate Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other than US Dollars, in each case as described in the preceding subsection. In the case of a Committed Borrowing, each Tranche A Lender shall make the amount of its Committed Loan available to the Administrative Agent, and each Tranche B Lender shall make the amount of its Committed Loan available to the Canadian Sub-Agent and each Tranche C Lender shall make the amount of its Committed Loan available to the Australian Sub-Agent, in Same Day Funds at the Administrative Agent’s Office for the applicable currency, currency or the office of the Canadian Sub-Agent located in Montreal, Canada, or the Australian Sub-Agent’s Office, as the case may be, not later than 1:00 p.m. on the Business Day specified, in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency or Australian DollarsCurrency, in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.2, the Applicable Administrative Agent or the Canadian Sub-Agent, as the case may be, shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent, the Canadian Sub-Agent or the Australian Canadian Sub-Agent either by (i) crediting the account of such Borrower on the books of BNP Paribas with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent, the Canadian Sub-Agent or the Australian Canadian Sub-Agent by such Borrower.
(c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan. During the existence of an Event of Default, no Loans may be requested as, converted to or continued as Eurocurrency Rate Loans (whether in US Dollars or any Alternative Currency) without the consent of the applicable Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. Except as otherwise provided herein, a Tranche C Loan may be continued only on the last day of an Interest Period for such Tranche C Loan.
(d) The Administrative Agent shall promptly notify the applicable Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. The Australian Sub-Agent shall promptly notify TFA and the appropriate Lenders of the interest rate applicable to any Interest Period for Tranche C Loans upon determination of such interest rate. The determination of the Bank ▇▇▇▇ Rate by the Australian Sub-Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the applicable Borrower and the appropriate Lenders of any change in BNP Paribas’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Sub-Agent shall notify TCCI and the Tranche B Lenders of any change in the Canadian Prime Rate promptly following the public announcement of a change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Bank.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than fifteen (15) Interest Periods in effect with respect to Committed Loans.
(f) Each Lender at its option may make any Loans by causing any domestic or foreign branch or Affiliate of such Lender to make such Loans; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loans in accordance with the terms of this Agreement and provided further that any exercise of such option shall not increase the Borrower’s obligations under Section 3.1 or Section 3.4.
Appears in 2 contracts
Sources: 364 Day Credit Agreement (Toyota Motor Credit Corp), 364 Day Credit Agreement (Toyota Motor Credit Corp)
Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans or continuation of Tranche C Loans shall be made upon the applicable Borrower’s irrevocable notice to the Administrative Agent (or Canadian Sub-Agent, in the case of Tranche B, or Australian Sub-Agent, in the case of Tranche C), which may be given by telephone. Each such notice must be received by the Applicable Administrative Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 a.m. (Pacific time) in the case of Tranche A Loans, Loans and 9:00 a.m. (Pacific time) in the case of Tranche B Loans, and 9:00 a.m. (Pacific time) in the case of Tranche C Loans, (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated in US Dollars or of any conversion of Base Rate Loans to Eurocurrency Rate Loans denominated in US Dollars, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, (iii) four Business Days prior to the requested date of any Borrowing or continuation of Tranche C Loans, (iv) on the requested date of any Borrowing of, or conversion of Eurocurrency Rate Loans to, Base Rate Committed Loans, (viv) on the requested date of any Borrowing of Canadian Prime Rate Loans and (viv) as set forth in Section 2.15(a) for Bankers’ Acceptances, Drafts Acceptances or BA Equivalent Notes. Each telephonic notice by a Borrower pursuant to this Section 2.2(a) must be confirmed promptly by delivery to the Applicable Administrative Agent or Canadian Sub-Agent, as applicable, of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable Administrative Agent or Canadian Sub-Agent, as applicable. Except as otherwise provided in Section 2.15(a), each Borrowing of, conversion to or continuation of Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C LoansDollars, in a principal amount of US$50,000,000 or a whole multiple of US$1,000,000 in excess thereof (or the Dollar Equivalent thereof); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or any other amount (or meeting any other criterion) as at any time ensures that it does not qualify as attracting funds from set forth in the definition of “publicprofessional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht), ) or (y) for Tranche B Loans denominated in Canadian Dollars, in a principal amount of CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in a principal amount of A$5,000,000 or integral multiples of A$1,000,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the applicable Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans or Tranche C Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the currency of the Committed Loans to be borrowed. If any Borrower (other than TFA) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in US Dollars. If any Borrower (other than TFA) fails to specify a Type of Committed Loan in a Committed Loan Notice or if such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, (x) in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Canadian Dollars, Base Rate Loans in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian Dollars, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If TFA requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.
(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each appropriate Lender of the contents thereof and the amount (and currency) of its Pro Rata Share of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Administrative Agent shall notify each appropriate Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other than US Dollars, in each case as described in the preceding subsection. In the case of a Committed Borrowing, each Tranche A Lender shall make the amount of its Committed Loan available to the Administrative Agent, and each Tranche B Lender shall make the amount of its Committed Loan available to the Canadian Sub-Agent and each Tranche C Lender shall make the amount of its Committed Loan available to the Australian Sub-Agent, in Same Day Funds at the Administrative Agent’s Office for the applicable currency, currency or the office of the Canadian Sub-Agent located in Montreal, Canada, or the Australian Sub-Agent’s Office, as the case may be, not later than 1:00 p.m. on the Business Day specified, in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency or Australian DollarsCurrency, in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.2, the Applicable Administrative Agent or the Canadian Sub-Agent, as the case may be, shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent, the Canadian Sub-Agent or the Australian Canadian Sub-Agent either by (i) crediting the account of such Borrower on the books of BNP Paribas with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent, the Canadian Sub-Agent or the Australian Canadian Sub-Agent by such Borrower.
(c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan. During the existence of an Event of Default, no Loans may be requested as, converted to or continued as Eurocurrency Rate Loans (whether in US Dollars or any Alternative Currency) without the consent of the applicable Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. Except as otherwise provided herein, a Tranche C Loan may be continued only on the last day of an Interest Period for such Tranche C Loan.
(d) The Administrative Agent shall promptly notify the applicable Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. The Australian Sub-Agent shall promptly notify TFA and the appropriate Lenders of the interest rate applicable to any Interest Period for Tranche C Loans upon determination of such interest rate. The determination of the Bank ▇▇▇▇ Rate by the Australian Sub-Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the applicable Borrower and the appropriate Lenders of any change in BNP Paribas’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Sub-Agent shall notify TCCI and the Tranche B Lenders of any change in the Canadian Prime Rate promptly following the public announcement of a change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Bank.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than fifteen (15) Interest Periods in effect with respect to Committed Loans.
(f) Each Lender at its option may make any Loans by causing any domestic or foreign branch or Affiliate of such Lender to make such Loans; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loans in accordance with the terms of this Agreement and provided further that any exercise of such option shall not increase the Borrower’s obligations under Section 3.1 or Section 3.4.
Appears in 2 contracts
Sources: Credit Agreement (Toyota Motor Credit Corp), Credit Agreement (Toyota Motor Credit Corp)
Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans or continuation of Tranche C Loans shall be made upon the applicable Borrower’s irrevocable notice to the Administrative Agent (or Canadian Sub-Agent, in the case of Tranche B, or Australian Sub-Agent, in the case of Tranche C), which may be given by telephone. Each such notice must be received by the Applicable Administrative Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 a.m. (Pacific time) in the case of Tranche A Loans, Loans and 9:00 a.m. (Pacific time) in the case of Tranche B Loans, and 9:00 a.m. (Pacific time) in the case of Tranche C Loans, (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated in US Dollars or of any conversion of Base Rate Loans to Eurocurrency Rate Loans denominated in US Dollars, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, (iii) four Business Days prior to the requested date of any Borrowing or continuation of Tranche C Loans, (iv) on the requested date of any Borrowing of, or conversion of Eurocurrency Rate Loans to, Base Rate Committed Loans, (viv) on the requested date of any Borrowing of Canadian Prime Rate Loans and (viv) as set forth in Section 2.15(a) for Bankers’ Acceptances, Drafts Acceptances or BA Equivalent Notes. Each telephonic notice by a Borrower pursuant to this Section 2.2(a) must be confirmed promptly by delivery to the Applicable Administrative Agent or Canadian Sub-Agent, as applicable, of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable Administrative Agent or Canadian Sub-Agent, as applicable. Except as otherwise provided in Section 2.15(a), each Borrowing of, conversion to or continuation of Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C LoansDollars, in a principal amount of US$50,000,000 or a whole multiple of US$1,000,000 in excess thereof (or the Dollar Equivalent thereof); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or any other amount (or meeting any other criterion) as at any time ensures that it does not qualify as attracting funds from set forth in the definition of “publicprofessional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht), ) or (y) for Tranche B Loans denominated in Canadian Dollars, in a principal amount of CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in a principal amount of A$5,000,000 or integral multiples of A$1,000,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the applicable Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans or Tranche C Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the currency of the Committed Loans to be borrowed. If any Borrower (other than TFA) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in US Dollars. If any Borrower (other than TFA) fails to specify a Type of Committed Loan in a Committed Loan Notice or if such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, (x) in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Canadian Dollars, Base Rate Loans in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian Dollars, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If TFA requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.
(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each appropriate Lender of the contents thereof and the amount (and currency) of its Pro Rata Share of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Administrative Agent shall notify each appropriate Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other than US Dollars, in each case as described in the preceding subsection. In the case of a Committed Borrowing, each Tranche A Lender shall make the amount of its Committed Loan available to the Administrative Agent, and each Tranche B Lender shall make the amount of its Committed Loan available to the Canadian Sub-Agent and each Tranche C Lender shall make the amount of its Committed Loan available to the Australian Sub-Agent, in Same Day Funds at the Administrative Agent’s Office for the applicable currency, currency or the office of the Canadian Sub-Agent located in Montreal, Canada, or the Australian Sub-Agent’s Office, as the case may be, not later than 1:00 p.m. on the Business Day specified, in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency or Australian DollarsCurrency, in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.2, the Applicable Administrative Agent or the Canadian Sub-Agent, as the case may be, shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent, the Canadian Sub-Agent or the Australian Canadian Sub-Agent either by (i) crediting the account of such Borrower on the books of BNP Paribas with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent, the Canadian Sub-Agent or the Australian Canadian Sub-Agent by such Borrower.
(c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan. During the existence of an Event of Default, no Loans may be requested as, converted to or continued as Eurocurrency Rate Loans (whether in US Dollars or any Alternative Currency) without the consent of the applicable Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. Except as otherwise provided herein, a Tranche C Loan may be continued only on the last day of an Interest Period for such Tranche C Loan.
(d) The Administrative Agent shall promptly notify the applicable Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. The Australian Sub-Agent shall promptly notify TFA and the appropriate Lenders of the interest rate applicable to any Interest Period for Tranche C Loans upon determination of such interest rate. The determination of the Bank ▇▇▇▇ Rate by the Australian Sub-Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the applicable Borrower and the appropriate Lenders of any change in BNP Paribas’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Sub-Agent shall notify TCCI and the Tranche B Lenders of any change in the Canadian Prime Rate promptly following the public announcement of a change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Bank.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than fifteen (15) Interest Periods in effect with respect to Committed Loans.
(f) Each Lender at its option may make any Loans Advances by causing any domestic or foreign branch or Affiliate of such Lender to make such Loans; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loans in accordance with the terms of this Agreement and provided further that any exercise of such option shall not increase the Borrower’s obligations under Section 3.1 or Section 3.4.
Appears in 2 contracts
Sources: Credit Agreement (Toyota Motor Credit Corp), Credit Agreement (Toyota Motor Credit Corp)
Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurocurrency Term Rate Loans or continuation of Tranche C Loans shall be made upon the applicable Borrower’s irrevocable notice to the Administrative Agent (or Canadian Sub-Agent, in the case of Tranche B, or Australian Sub-Agent, in the case of Tranche C), which may be given by telephone. Each such notice must be received by the Applicable Agent not later than 10:00 a.m. 12:00 noon (Pacific Central time) in the case of Tranche A Loans, 9:00 11:00 a.m. (Pacific Central time) in the case of Tranche B Loans, and 9:00 a.m. 11:00
a. m. (Pacific Central time) in the case of Tranche C Loans, (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Term Rate Loans denominated in US Dollars or of any conversion of Base Rate Loans to Eurocurrency Term Rate Loans denominated in US Dollars, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Term Rate Loans denominated in Alternative CurrenciesCurrencies or ▇▇▇▇▇ Loans, (iii) four Business Days prior to the requested date of any Borrowing or continuation of Tranche C Loans, (iv) on the requested date of any Borrowing of, or conversion of Eurocurrency Term Rate Loans to, denominated in US Dollars to Base Rate Committed Loans, and (v) on the requested date of any Borrowing of Canadian Prime Rate Loans and (vi) as set forth in Section 2.15(a) for Bankers’ Acceptances, Drafts or BA Equivalent NotesLoans. Each telephonic notice by a Borrower pursuant to this Section 2.2(a) must be confirmed promptly by delivery to the Applicable Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable Agent. Except as otherwise provided in Section 2.15(a), each Each Borrowing of, conversion to or continuation of Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans, in a principal amount of US$50,000,000 or a whole multiple of US$1,000,000 in excess thereof (or the Dollar Equivalent thereof); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or any other amount (or meeting any other criterion) as at any time ensures that it does not qualify as attracting funds from the “public” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y) for Tranche B Loans denominated in Canadian Dollars, in a principal amount of CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in a principal amount of A$5,000,000 or integral multiples of A$1,000,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the applicable Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurocurrency Term Rate Loans or Tranche C Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the currency of the Committed Loans to be borrowed. If any Borrower (other than TFA) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in US Dollars. If any Borrower (other than TFA) fails to specify a Type of Committed Loan in a Committed Loan Notice or if such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, (x) in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Canadian Dollars, Base Rate Loans in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian Dollars, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If TFA requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.
(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each appropriate Lender of the contents thereof and the amount (and currency) of its Pro Rata Share of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Administrative Agent shall notify each appropriate Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other than US Dollars, in each case as described in the preceding subsection. In the case of a Committed Borrowing, each Tranche A Lender shall make the amount of its Committed Loan available to the Administrative Agent, each Tranche B Lender shall make the amount of its Committed Loan available to the Canadian Sub-Agent and each Tranche C Lender shall make the amount of its Committed Loan available to the Australian Sub-Agent, in Same Day Funds at the Administrative Agent’s Office for the applicable currency, the office of the Canadian Sub-Agent located in Montreal, Canada, or the Australian Sub-Agent’s Office, as the case may be, not later than 1:00 p.m. on the Business Day specified, in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency or Australian Dollars, in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.2, the Applicable Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent either by (i) crediting the account of such Borrower on the books of BNP Paribas with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent by such Borrower.
(c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan. During the existence of an Event of Default, no Loans may be requested as, converted to or continued as Eurocurrency Rate Loans (whether in US Dollars or any Alternative Currency) without the consent of the applicable Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. Except as otherwise provided herein, a Tranche C Loan may be continued only on the last day of an Interest Period for such Tranche C Loan.
(d) The Administrative Agent shall promptly notify the applicable Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. The Australian Sub-Agent shall promptly notify TFA and the appropriate Lenders of the interest rate applicable to any Interest Period for Tranche C Loans upon determination of such interest rate. The determination of the Bank ▇▇▇▇ Rate by the Australian Sub-Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the applicable Borrower and the appropriate Lenders of any change in BNP Paribas’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Sub-Agent shall notify TCCI and the Tranche B Lenders of any change in the Canadian Prime Rate promptly following the public announcement of a change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Bank.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than fifteen (15) Interest Periods in effect with respect to Committed Loans.
(f) Each Lender at its option may make any Loans by causing any domestic or foreign branch or Affiliate of such Lender to make such Loans; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loans in accordance with the terms of this Agreement and provided further that any exercise of such option shall not increase the Borrower’s obligations under Section 3.1 or Section 3.4.,
Appears in 2 contracts
Sources: Credit Agreement, 364 Day Credit Agreement
Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans or continuation of Tranche C Loans shall be made upon the applicable Borrower’s irrevocable notice to the Administrative Agent (or Canadian Sub-Agent, in the case of Tranche B, or Australian Sub-Agent, in the case of Tranche C), which may be given by telephone. Each such notice must be received by the Applicable Agent not later than 10:00 a.m. 12:00 noon (Pacific Central time) in the case of Tranche A Loans, 9:00 11:00 a.m. (Pacific Central time) in the case of Tranche B Loans, and 9:00 11:00 a.m. (Pacific Central time) in the case of Tranche C Loans, (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated in US Dollars or of any conversion of Base Rate Loans to Eurocurrency Rate Loans denominated in US Dollars, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, (iii) four Business Days prior to the requested date of any Borrowing or continuation of Tranche C Loans, (iv) on the requested date of any Borrowing of, or conversion of Eurocurrency Rate Loans to, Base Rate Committed Loans, and (v) on the requested date of any Borrowing of Canadian Prime Rate Loans and (vi) as set forth in Section 2.15(a) for Bankers’ Acceptances, Drafts or BA Equivalent NotesLoans. Each telephonic notice by a Borrower pursuant to this Section 2.2(a) must be confirmed promptly by delivery to the Applicable Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable Agent. Except as otherwise provided in Section 2.15(a), each Each Borrowing of, conversion to or continuation of Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans, in a principal amount of US$50,000,000 or a whole multiple of US$1,000,000 in excess thereof (or the Dollar Equivalent thereof); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or any other amount (or meeting any other criterion) as at any time ensures that it does not qualify as attracting funds from the “public” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y) for Tranche B Loans denominated in Canadian Dollars, in a principal amount of CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in a principal amount of A$5,000,000 or integral multiples of A$1,000,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the applicable Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans or Tranche C Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the currency of the Committed Loans to be borrowed. If any Borrower (other than TFA) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in US Dollars. If any Borrower (other than TFA) fails to specify a Type of Committed Loan in a Committed Loan Notice or if such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, (x) in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Canadian Dollars, Base Rate Loans in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian Dollars, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If TFA requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.
(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each appropriate Lender of the contents thereof and the amount (and currency) of its Pro Rata Share of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Administrative Agent shall notify each appropriate Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other than US Dollars, in each case as described in the preceding subsection. In the case of a Committed Borrowing, each Tranche A Lender shall make the amount of its Committed Loan available to the Administrative Agent, each Tranche B Lender shall make the amount of its Committed Loan available to the Canadian Sub-Agent and each Tranche C Lender shall make the amount of its Committed Loan available to the Australian Sub-Agent, in Same Day Funds at the Administrative Agent’s Office for the applicable currency, the office of the Canadian Sub-Agent located in Montreal, Canada, or the Australian Sub-Agent’s Office, as the case may be, not later than 1:00 p.m. on the Business Day specified, in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency or Australian Dollars, in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.2, the Applicable Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent either by (i) crediting the account of such Borrower on the books of BNP Paribas with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent by such Borrower.
(c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan. During the existence of an Event of Default, no Loans may be requested as, converted to or continued as Eurocurrency Rate Loans (whether in US Dollars or any Alternative Currency) without the consent of the applicable Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. Except as otherwise provided herein, a Tranche C Loan may be continued only on the last day of an Interest Period for such Tranche C Loan.
(d) The Administrative Agent shall promptly notify the applicable Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. The Australian Sub-Agent shall promptly notify TFA and the appropriate Lenders of the interest rate applicable to any Interest Period for Tranche C Loans upon determination of such interest rate. The determination of the Bank ▇B▇▇▇ Rate by the Australian Sub-Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the applicable Borrower and the appropriate Lenders of any change in BNP Paribas’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Sub-Agent shall notify TCCI and the Tranche B Lenders of any change in the Canadian Prime Rate promptly following the public announcement of a change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Bank.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than fifteen (15) Interest Periods in effect with respect to Committed Loans.
(f) Each Lender at its option may make any Loans by causing any domestic or foreign branch or Affiliate of such Lender to make such Loans; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loans in accordance with the terms of this Agreement and provided further that any exercise of such option shall not increase the Borrower’s obligations under Section 3.1 or Section 3.4.
Appears in 2 contracts
Sources: Credit Agreement (Toyota Motor Credit Corp), Five Year Credit Agreement (Toyota Motor Credit Corp)
Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans or continuation of Tranche C Loans shall be made upon the applicable Borrower’s irrevocable notice to the Administrative Agent (or Canadian Sub-Agent, in the case of Tranche B, or Australian Sub-Agent, in the case of Tranche C), which may be given by telephone. Each such notice must be received by the Applicable Agent not later than 10:00 a.m. 12:00 noon (Pacific Central time) in the case of Tranche A Loans, 9:00 11:00 a.m. (Pacific Central time) in the case of Tranche B Loans, and 9:00 11:00 a.m. (Pacific Central time) in the case of Tranche C Loans, (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated in US Dollars or of any conversion of Base Rate Loans to Eurocurrency Rate Loans denominated in US Dollars, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, (iii) four Business Days prior to the requested date of any Borrowing or continuation of Tranche C Loans, (iv) on the requested date of any Borrowing of, or conversion of Eurocurrency Rate Loans to, Base Rate Committed Loans, and (v) on the requested date of any Borrowing of Canadian Prime Rate Loans and (vi) as set forth in Section 2.15(a) for Bankers’ Acceptances, Drafts or BA Equivalent NotesLoans. Each telephonic notice by a Borrower pursuant to this Section 2.2(a) must be confirmed promptly by delivery to the Applicable Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable Agent. Except as otherwise provided in Section 2.15(a), each Each Borrowing of, conversion to or continuation of Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans, in a principal amount of US$50,000,000 or a whole multiple of US$1,000,000 in excess thereof (or the Dollar Equivalent thereof); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or any other amount (or meeting any other criterion) as at any time ensures that it does not qualify as attracting funds from the “public” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y) for Tranche B Loans denominated in Canadian Dollars, in a principal amount of CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in a principal amount of A$5,000,000 or integral multiples of A$1,000,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the applicable Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans or Tranche C Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the currency of the Committed Loans to be borrowed. If any Borrower (other than TFA) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in US Dollars. If any Borrower (other than TFA) fails to specify a Type of Committed Loan in a Committed Loan Notice or if such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, (x) in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Canadian Dollars, Base Rate Loans in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian Dollars, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If TFA requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.
(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each appropriate Lender of the contents thereof and the amount (and currency) of its Pro Rata Share of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Administrative Agent shall notify each appropriate Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other than US Dollars, in each case as described in the preceding subsection. In the case of a Committed Borrowing, each Tranche A Lender shall make the amount of its Committed Loan available to the Administrative Agent, each Tranche B Lender shall make the amount of its Committed Loan available to the Canadian Sub-Agent and each Tranche C Lender shall make the amount of its Committed Loan available to the Australian Sub-Agent, in Same Day Funds at the Administrative Agent’s Office for the applicable currency, the office of the Canadian Sub-Agent located in Montreal, Canada, or the Australian Sub-Agent’s Office, as the case may be, not later than 1:00 p.m. on the Business Day specified, in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency or Australian Dollars, in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.2, the Applicable Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent either by (i) crediting the account of such Borrower on the books of BNP Paribas with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent by such Borrower.
(c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan. During the existence of an Event of Default, no Loans may be requested as, converted to or continued as Eurocurrency Rate Loans (whether in US Dollars or any Alternative Currency) without the consent of the applicable Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. Except as otherwise provided herein, a Tranche C Loan may be continued only on the last day of an Interest Period for such Tranche C Loan.
(d) The Administrative Agent shall promptly notify the applicable Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. The Australian Sub-Agent shall promptly notify TFA and the appropriate Lenders of the interest rate applicable to any Interest Period for Tranche C Loans upon determination of such interest rate. The determination of the Bank ▇▇▇▇ Rate by the Australian Sub-Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the applicable Borrower and the appropriate Lenders of any change in BNP Paribas’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Sub-Agent shall notify TCCI and the Tranche B Lenders of any change in the Canadian Prime Rate promptly following the public announcement of a change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Bank.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than fifteen (15) Interest Periods in effect with respect to Committed Loans.
(f) Each Lender at its option may make any Loans by causing any domestic or foreign branch or Affiliate of such Lender to make such Loans; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loans in accordance with the terms of this Agreement and provided further that any exercise of such option shall not increase the Borrower’s obligations under Section 3.1 or Section 3.4.
Appears in 2 contracts
Sources: Credit Agreement (Toyota Motor Credit Corp), Credit Agreement (Toyota Motor Credit Corp)
Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans or continuation of Tranche C Loans shall be made upon the applicable Borrower’s irrevocable notice to the Administrative Agent (or Canadian Sub-Agent, in the case of Tranche B, or Australian Sub-Agent, in the case of Tranche C), which may be given by telephone. Each such notice must be received by the Applicable Administrative Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 a.m. (Pacific time) in the case of Tranche A Loans, Loans and 9:00 a.m. (Pacific time) in the case of Tranche B Loans, and 9:00 a.m. (Pacific time) in the case of Tranche C Loans, (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated in US Dollars or of any conversion of Base Rate Loans to Eurocurrency Rate Loans denominated in US DollarsDollars to Base Rate Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, (iii) four Business Days prior to the requested date of any Borrowing or continuation of Tranche C Loans, (iv) on the requested date of any Borrowing of, or conversion of Eurocurrency Rate Loans to, Base Rate Committed Loans, (viv) on the requested date of any Borrowing of Canadian Prime Rate Loans and (viv) as set forth in Section 2.15(a) for Bankers’ Acceptances, Drafts Acceptances or BA Equivalent Notes. Each telephonic notice by a Borrower pursuant to this Section 2.2(a) must be confirmed promptly by delivery to the Applicable Administrative Agent or Canadian Sub-Agent, as applicable, of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable Administrative Agent or Canadian Sub-Agent, as applicable. Except as otherwise provided in Section 2.15(a), each Borrowing of, conversion to or continuation of Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C LoansDollars, in a principal amount of US$50,000,000 or a whole multiple of US$1,000,000 5,000,000 in excess thereof (or the Dollar Equivalent thereof); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or any other amount (or meeting any other criterion) as at any time ensures that it does not qualify as attracting funds from set forth in the definition of “publicprofessional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht), ) or (y) for Tranche B Loans denominated in Canadian Dollars, in a principal amount of CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in a principal amount of A$5,000,000 or integral multiples of A$1,000,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the applicable Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans or Tranche C Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the currency of the Committed Loans to be borrowed. If any Borrower (other than TFA) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in US Dollars. If any Borrower (other than TFA) fails to specify a Type of Committed Loan in a Committed Loan Notice or if such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, (x) in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Canadian Dollars, Base Rate Loans in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian Dollars, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If TFA requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.
(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each appropriate Lender of the contents thereof and the amount (and currency) of its Pro Rata Share of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Administrative Agent shall notify each appropriate Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other than US Dollars, in each case as described in the preceding subsection. In the case of a Committed Borrowing, each Tranche A Lender shall make the amount of its Committed Loan available to the Administrative Agent, and each Tranche B Lender shall make the amount of its Committed Loan available to the Canadian Sub-Agent and each Tranche C Lender shall make the amount of its Committed Loan available to the Australian Sub-Agent, in Same Day Funds at the Administrative Agent’s Office for the applicable currency, currency or the office of the Canadian Sub-Agent located in Montreal, Canada, or the Australian Sub-Agent’s Office, as the case may be, not later than 1:00 p.m. on the Business Day specified, in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency or Australian DollarsCurrency, in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.2, the Applicable Administrative Agent or the Canadian Sub-Agent, as the case may be, shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent, the Canadian Sub-Agent or the Australian Canadian Sub-Agent either by (i) crediting the account of such Borrower on the books of BNP Paribas with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent, the Canadian Sub-Agent or the Australian Canadian Sub-Agent by such Borrower.
(c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan. During the existence of an Event of Default, no Loans may be requested as, converted to or continued as Eurocurrency Rate Loans (whether in US Dollars or any Alternative Currency) without the consent of the applicable Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. Except as otherwise provided herein, a Tranche C Loan may be continued only on the last day of an Interest Period for such Tranche C Loan.
(d) The Administrative Agent shall promptly notify the applicable Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. The Australian Sub-Agent shall promptly notify TFA and the appropriate Lenders of the interest rate applicable to any Interest Period for Tranche C Loans upon determination of such interest rate. The determination of the Bank ▇▇▇▇ Rate by the Australian Sub-Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the applicable Borrower and the appropriate Lenders of any change in BNP Paribas’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Sub-Agent shall notify TCCI and the Tranche B Lenders of any change in the Canadian Prime Rate promptly following the public announcement of a change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Bank.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than fifteen (15) Interest Periods in effect with respect to Committed Loans.
(f) Each Lender at its option may make any Loans by causing any domestic or foreign branch or Affiliate of such Lender to make such Loans; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loans in accordance with the terms of this Agreement and provided further that any exercise of such option shall not increase the Borrower’s obligations under Section 3.1 or Section 3.4.
Appears in 2 contracts
Sources: Credit Agreement (Toyota Motor Credit Corp), Credit Agreement (Toyota Motor Credit Corp)
Borrowings, Conversions and Continuations of Committed Loans. (a) The Domestic Borrower may request Committed Domestic Loans by notice to the Domestic Administrative Agent, and the Canadian Borrower may request Committed Canadian Loans by notice to the Canadian Administrative Agent, all as provided below. Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurocurrency Rate Committed Loans or continuation of Tranche C Loans as the same Type shall be made upon the applicable Borrower’s irrevocable notice to the applicable Administrative Agent (or Canadian Sub-Agent, in the case of Tranche B, or Australian Sub-Agent, in the case of Tranche C), which may be given by telephone. Each such notice from the Domestic Borrower must be received by the Applicable Domestic Administrative Agent not later than 10:00 a.m. (Pacific time) in the case of Tranche A Loans, 9:00 a.m. (Pacific time) in the case of Tranche B Loans, and 9:00 a.m. (Pacific time) in the case of Tranche C Loans, a.m.
(i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Eurodollar Rate Committed Loans denominated in US Dollars or of any conversion of Eurodollar Rate Committed Loans to Base Rate Loans to Eurocurrency Rate Loans denominated in US DollarsCommitted Loans, and (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to on the requested date of any Borrowing or continuation of Eurocurrency Base Rate Loans denominated in Alternative Currencies, Committed Loans. Each such notice from the Canadian Borrower must be received by the Canadian Administrative Agent not later than (iiii) four 1:00 p.m. three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Tranche C Loans, (iv) on the requested date Eurodollar Rate Committed Loans or of any Borrowing of, or conversion of Eurocurrency Eurodollar Rate Committed Loans to, to Base Rate Committed Loans, and (vii) 11:30 a.m. on the requested date of any Borrowing of Canadian Prime Base Rate Loans and (vi) as set forth in Section 2.15(a) for Bankers’ Acceptances, Drafts or BA Equivalent NotesCommitted Loans. Each such telephonic notice by a Borrower pursuant to this Section 2.2(a) must be confirmed promptly by delivery to the Applicable applicable Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable Agentapplicable Borrower. Except as otherwise provided in Section 2.15(a), each Each Committed Borrowing of, conversion to or continuation of Eurodollar Rate Committed Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans, in a principal amount of US$50,000,000 $5,000,000 or a whole multiple of US$$1,000,000 in excess thereof (thereof. Each Committed Borrowing of or the Dollar Equivalent thereof); provided that, in the case of TMFNL, such amount conversion to Base Rate Committed Loans shall not be less than the Dollar Equivalent of EUR100,000 or any other amount (or meeting any other criterion) as at any time ensures that it does not qualify as attracting funds from the “public” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y) for Tranche B Loans denominated in Canadian Dollars, in a principal amount of CDN$5,000,000 $500,000 or integral multiples a whole multiple of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in a principal amount of A$5,000,000 or integral multiples of A$1,000,000 $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the applicable Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurocurrency Eurodollar Rate Loans or Tranche C Committed Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the currency of the Committed Loans to be borrowedthereto. If any the applicable Borrower (other than TFA) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in US Dollars. If any Borrower (other than TFA) fails to specify a Type of Committed Loan in a Committed Loan Notice or if such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, (x) in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Canadian Dollars, Base Rate Loans in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian Dollars, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Eurodollar Rate Committed Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Eurodollar Rate Committed Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If TFA requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.
(b) Following receipt of a Committed Loan Notice, the applicable Administrative Agent shall promptly notify each appropriate applicable Lender of the contents thereof and the amount (and currency) of its Pro Rata Share of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the such Administrative Agent shall notify each appropriate such Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other than US Dollars, in each case as described in the preceding subsection. In the case of a Committed Borrowing, each Tranche A applicable Lender shall make the amount of its Committed Loan available to the applicable Administrative Agent, each Tranche B Lender shall make the amount of its Committed Loan Agent in immediately available to the Canadian Sub-Agent and each Tranche C Lender shall make the amount of its Committed Loan available to the Australian Sub-Agent, in Same Day Funds funds at the applicable Administrative Agent’s Office for the applicable currency, the office of the Canadian Sub-Agent located in Montreal, Canada, or the Australian Sub-Agent’s Office, as the case may be, not later than 11:00 a.m. in the case of Domestic Loans and Canadian Eurodollar Rate Committed Loans and 1:00 p.m. in the case of Canadian Base Rate Committed Loans on the Business Day specified, in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency or Australian Dollars, in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.24.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Applicable applicable Administrative Agent shall make all funds so received available to the applicable Borrower in like funds as received by the such Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent either by (i) crediting the account of such Borrower on the books of BNP Paribas Bank of America or Bank of America Canada (as applicable) with the amount of such funds or (ii) wire transfer of otherwise disbursing such funds, in each case funds in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agentapplicable Borrower’s written instructions; provided, however, that if, on the Canadian Sub-Agent or the Australian Sub-Agent date of a Committed Borrowing there are L/C Borrowings by such BorrowerBorrower outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such L/C Borrowings, and second, to such Borrower as provided above.
(c) Except as otherwise provided herein, a Eurocurrency Eurodollar Rate Committed Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Eurodollar Rate Committed Loan. During the existence of an Event of a Default, no Loans may be requested as, converted to or continued as Eurocurrency Eurodollar Rate Committed Loans (whether in US Dollars or any Alternative Currency) without the consent of the applicable Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. Except as otherwise provided herein, a Tranche C Loan may be continued only on the last day of an Interest Period for such Tranche C Loan.
(d) The applicable Administrative Agent shall promptly notify the applicable Borrower and the appropriate applicable Lenders of the interest rate applicable to any Interest Period for Eurocurrency Eurodollar Rate Committed Loans upon determination of such interest rate. The determination of the Eurocurrency Eurodollar Rate by the such Administrative Agent shall be conclusive in the absence of manifest error. The Australian Sub-Agent shall promptly notify TFA and the appropriate Lenders of the interest rate applicable to any Interest Period for Tranche C Loans upon determination of such interest rate. The determination of the Bank ▇▇▇▇ Rate by the Australian Sub-Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the applicable Borrower and the appropriate applicable Lenders of any change in BNP Paribas’s the prime rate of Bank of America or Bank of America Canada (as applicable) used in determining the Base Rate promptly following the public announcement of such change. At change if any time that Canadian Prime Base Rate Loans are then outstanding, the Canadian Sub-Agent shall notify TCCI and the Tranche B Lenders of any change in the Canadian Prime Rate promptly following the public announcement of a change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Bank.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than fifteen eight (158) Interest Periods in effect with respect to Domestic Loans and not more than five (5) Interest Periods in effect with respect to Committed Canadian Loans.
(f) Each Lender at its option may make any Loans by causing any domestic or foreign branch or Affiliate of such Lender to make such Loans; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loans in accordance with the terms of this Agreement and provided further that any exercise of such option shall not increase the Borrower’s obligations under Section 3.1 or Section 3.4.
Appears in 2 contracts
Sources: Credit Agreement (Corinthian Colleges Inc), Credit Agreement (Corinthian Colleges Inc)
Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans or continuation of Tranche C Loans shall be made upon the applicable Borrower’s irrevocable notice to the Administrative Agent (or Canadian Sub-Agent, in the case of Tranche B, or Australian Sub-Agent, in the case of Tranche C), which may be given by telephone. Each such notice must be received by the Applicable Agent not later than 10:00 a.m. 12:00 noon (Pacific Central time) in the case of Tranche A Loans, 9:00 11:00 a.m. (Pacific Central time) in the case of Tranche B Loans, and 9:00 11:00 a.m. (Pacific Central time) in the case of Tranche C Loans, (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated in US Dollars or of any conversion of Base Rate Loans to Eurocurrency Rate Loans denominated in US Dollars, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, (iii) four Business Days prior to the requested date of any Borrowing or continuation of Tranche C Loans, (iv) on the requested date of any Borrowing of, or conversion of Eurocurrency Rate Loans to, Base Rate Committed Loans, and (v) on the requested date of any Borrowing of Canadian Prime Rate Loans and (vi) as set forth in Section 2.15(a) for Bankers’ Acceptances, Drafts or BA Equivalent NotesLoans. Each telephonic notice by a Borrower pursuant to this Section 2.2(a) must be confirmed promptly by delivery to the Applicable Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable Agent. Except as otherwise provided in Section 2.15(a), each Each Borrowing of, conversion to or continuation of Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans, in a principal amount of US$50,000,000 or a whole multiple of US$1,000,000 in excess thereof (or the Dollar Equivalent thereof); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or any other amount (or meeting any other criterion) as at any time ensures that it does not qualify as attracting funds from the “public” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y) for Tranche B Loans denominated in Canadian Dollars, in a principal amount of CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in a principal amount of A$5,000,000 or integral multiples of A$1,000,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the applicable Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans or Tranche C Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the currency of the Committed Loans to be borrowed. If any Borrower (other than TFAthe Tranche C Borrower) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in US Dollars. If any Borrower (other than TFAthe Tranche C Borrower) fails to specify a Type of Committed Loan in a Committed Loan Notice or if such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, (x) in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Canadian Dollars, Base Rate Loans in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian Dollars, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If TFA the Tranche C Borrower requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency. Notwithstanding the foregoing, if after giving effect to the making of any Tranche A Loans, Tranche B Loans or Tranche C Loans, the Unused Tranche A Commitment would be less than or equal to the Dollar Equivalent of EUR 300,000,000 (as determined by the Administrative Agent), then, only to the extent TKG has not borrowed EUR 300,000,000 as of the date such Loan is to be made, such Loans shall not be made without the consent of TKG (which consent may be waived only by TKG).
(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each appropriate Lender of the contents thereof and the amount (and currency) of its Pro Rata Share of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Administrative Agent shall notify each appropriate Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other than US Dollars, in each case as described in the preceding subsection. In the case of a Committed Borrowing, each Tranche A Lender shall make the amount of its Committed Loan available to the Administrative Agent, each Tranche B Lender shall make the amount of its Committed Loan available to the Canadian Sub-Agent and each Tranche C Lender shall make the amount of its Committed Loan available to the Australian Sub-Agent, in Same Day Funds at the Administrative Agent’s Office for the applicable currency, the office of the Canadian Sub-Agent located in Montreal, Canada, or the Australian Sub-Agent’s Office, as the case may be, not later than 1:00 p.m. on the Business Day specified, in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency or Australian Dollars, in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.2, the Applicable Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent either by (i) crediting the account of such Borrower on the books of BNP Paribas with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent by such Borrower.
(c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan. During the existence of an Event of Default, no Loans may be requested as, converted to or continued as Eurocurrency Rate Loans (whether in US Dollars or any Alternative Currency) without the consent of the applicable Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. Except as otherwise provided herein, a Tranche C Loan may be continued only on the last day of an Interest Period for such Tranche C Loan.
(d) The Administrative Agent shall promptly notify the applicable Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. The Australian Sub-Agent shall promptly notify TFA the Tranche C Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Tranche C Loans upon determination of such interest rate. The determination of the Bank ▇B▇▇▇ Rate by the Australian Sub-Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the applicable Borrower and the appropriate Lenders of any change in BNP Paribas’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Sub-Agent shall notify TCCI and the Tranche B Lenders of any change in the Canadian Prime Rate promptly following the public announcement of a change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Bank.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than fifteen (15) Interest Periods in effect with respect to Committed Loans.
(f) Each Lender at its option may make any Loans by causing any domestic or foreign branch or Affiliate of such Lender to make such Loans; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loans in accordance with the terms of this Agreement and provided further that any exercise of such option shall not increase the Borrower’s obligations under Section 3.1 or Section 3.4.
Appears in 1 contract
Sources: 364 Day Credit Agreement (Toyota Motor Credit Corp)
Borrowings, Conversions and Continuations of Committed Loans. (a) Interest Rate Elections.
(i) Domestic Committed Loans made to the Domestic Borrowers shall be either Domestic Prime Rate Loans or Term SOFR Loans, as the Parent, on behalf of the Domestic Borrowers, may request subject to and in accordance with this Section 2.02. All Swing Line Loans made to the Domestic Borrowers shall be only made in Dollars and shall be only Domestic Prime Rate Loans.
(ii) Canadian Committed Loans made to the Canadian Borrower shall be either Canadian Prime Rate Loans or BA EquivalentTerm ▇▇▇▇▇ Loans (if made in CD$), Term SOFR Loans or US Index Rate Loans (if in Dollars) or Term SOFR Loans, as the Canadian Borrower may request subject to and in accordance with this Section 2.02. All Swing Line Loans made to the Canadian Borrower shall be made only in CD$ or Dollars and shall be only Canadian Prime Rate Loans or US Index Rate Loans, as applicable.
(iii) Subject to the other provisions of this Section 2.02, Committed Borrowings of more than one Type may be incurred at the same time.
(b) Each Committed Borrowing, Borrowing or each conversion of a Committed Loans Loan from one Type to the otheranother, and each continuation of Eurocurrency Rate Loans or continuation of Tranche C Loans shall be made upon the applicable Borrower’s irrevocable notice of the Parent on behalf of the Domestic Borrowers or by the Canadian Borrower, as applicable, to the Administrative Agent (or the Canadian Sub-Agent, in the case of Tranche B, or Australian Sub-Agent, in the case of Tranche C)as applicable, which may be given by telephone. Each such notice must be received by the Applicable Administrative Agent or the Canadian Agent not later than 10:00 11:00 a.m. (Pacific time) in the case of Tranche A Loans, 9:00 a.m. (Pacific time) in the case of Tranche B Loans, and 9:00 a.m. (Pacific time) in the case of Tranche C Loans, (i) three (3) Business Days prior to the requested date of any Committed Borrowing of, conversion to or continuation of Eurocurrency Rate Term SOFR Loans denominated in US Dollars or BA EquivalentTerm ▇▇▇▇▇ Loans or of any conversion of Base Rate any such Loans to Eurocurrency Rate Loans denominated in US Dollarsof a different Type, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency4) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, (iii) four Business Days prior to the requested date of any Committed Borrowing to be made in an Optional Currency of, conversion to, or continuation of Tranche C LoansTerm SOFR Loans or BA EquivalentTerm ▇▇▇▇▇ Loans in an Optional Currency or of any conversion of any such Loans to Loans of a different Type, and (iviii) on the requested date of any Committed Borrowing of, or conversion of Eurocurrency Rate Loans to, Base Rate Committed Loans, (v) on the requested date of any Borrowing of Canadian Prime Rate Loans, Domestic Prime Rate Loans and (vi) as set forth in Section 2.15(a) for Bankers’ Acceptances, Drafts or BA Equivalent NotesUS Index Rate Loans. Each telephonic notice by a Borrower pursuant to this Section 2.2(a2.02(b) must be confirmed promptly by delivery to the Applicable Administrative Agent or the Canadian Agent, as applicable, of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Parent or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable AgentCanadian Borrower, as applicable. Except as otherwise provided in Section 2.15(a), each Each Committed Borrowing of, conversion to or continuation of Term SOFR Loans or BA EquivalentTerm ▇▇▇▇▇ Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans, in a principal amount of US$50,000,000 $1,000,000 or a whole multiple of US$$1,000,000 in excess thereof (or the Dollar Equivalent Amount thereof); . Except as provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or any other amount (or meeting any other criterionSections 2.03(c) as at any time ensures that it does not qualify as attracting funds from the “public” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezichtand 2.04(c), (y) for Tranche B Loans denominated in each Committed Borrowing of or conversion to Canadian DollarsPrime Rate Loan, US Index Rate Loans, or Domestic Prime Rate Loans, as applicable, shall be in a principal amount of CDN$5,000,000 $500,000 or integral multiples a whole multiple of CDN$1,000,000 $100,000 in excess thereof (or (z) for Tranche C Loans, in a principal amount of A$5,000,000 or integral multiples of A$1,000,000 in excess the Equivalent Amount thereof). Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the applicable Borrower request is requesting for a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurocurrency Rate Term SOFR Loans or Tranche C BA EquivalentTerm ▇▇▇▇▇ Loans, (ii) the requested date of the Committed Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) whether such Committed Loan is to be made in Dollars, Canadian Dollars or another Optional Currency, and (vi) if applicable, the duration of the Interest Period with respect thereto and thereto, provided that any request for Optional Currency shall comply with the provisions of Section 2.02(b) hereof. If (vix) the currency of the Committed Loans to be borrowed. If any Borrower (other than TFA) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in US Dollars. If any Borrower (other than TFA) request fails to specify a Type of Committed Loan in a Committed Loan Notice or the currency in which such Committed Loan is to be made or if such Borrower the Parent or the Canadian Borrower, as the case may be, fails to give a timely notice requesting of a conversion or continuationcontinuation of a Term SOFR Loan or a BA EquivalentTerm ▇▇▇▇▇ Loan, then the applicable Committed Loans shall be made as, or converted to, (x) Domestic Prime Rate Loans or US Index Rate Loans, as applicable, made in the case of Loans denominated in Canadian Dollars, Dollars or Canadian Prime Rate Loans or (y) made in the case of Loans denominated in a currency other than Canadian DollarsCD$, Base Rate Loans in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian Dollars, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one monthapplicable. Any such automatic conversion to Base Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Term SOFR Loans or BA EquivalentTerm ▇▇▇▇▇ Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but (y) fails to specify an Interest PeriodPeriod for a Term SOFR Loan or a BA EquivalentTerm ▇▇▇▇▇ Loan, it will be deemed to have specified an Interest Period of one month. If TFA requests Notwithstanding anything to the contrary herein, a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Swing Line Loan may not be converted into to a Term SOFR Loan or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currencyBA Equivalent Term ▇▇▇▇▇ Loan.
(bc) Following receipt of a Committed Loan Notice, the Administrative Agent Agents shall promptly notify each appropriate Revolving Domestic Lender or Canadian Lender, as the case may be, of the contents thereof and the amount (and currency) of its Pro Rata Share Applicable Percentage of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Parent, on behalf of the Domestic Borrower or by the Canadian Borrower, the Administrative Agent Agents shall notify each appropriate Lender of the details of any automatic conversion to Base Prime Rate Loans or continuation of Committed Loans denominated in a currency other than US Dollars, in each case as described in the preceding subsectionSection 2.02(b). In the case of a Committed Borrowing, Each Revolving Domestic Lender and each Tranche A Canadian Lender shall make the amount of its applicable Committed Loan available to the Administrative Agent, each Tranche B Lender shall make the amount of its Committed Loan available to Agent or the Canadian Sub-Agent and each Tranche C Lender shall make the amount of its Committed Loan available to the Australian Sub-Agent, in Same Day Funds at the Administrative Agent’s Office for the applicable currency, the office of the Canadian Sub-Agent located in Montreal, Canada, or the Australian Sub-Agent’s Office, as the case may be, in immediately available funds at the applicable Agent’s Office not later than 1:00 p.m. on the Business Day specified, in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency or Australian Dollars, in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.24.02 (and, if such Committed Borrowing is the initial Credit Extension, Section 4.01), the Applicable applicable Agent shall use reasonable efforts to make all funds so received available to the applicable Borrower Borrowers in like funds as received by no later than 4:00 p.m. on the day of receipt by the Administrative applicable Agent, the Canadian Sub-Agent or the Australian Sub-Agent either by (i) crediting either the account of such Borrower the Parent or the Canadian Borrower, as applicable, on the books of BNP Paribas Bank of America or Bank of America-Canada Branch, as applicable, with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent, applicable Agent by the Parent or the Canadian Sub-Agent or the Australian Sub-Agent by such Borrower.
; provided, however, that (cA) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan. During the existence of an Event of Default, no Loans may be requested as, converted to or continued as Eurocurrency Rate Loans (whether in US Dollars or any Alternative Currency) without the consent of the applicable Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereofif, on the last day date a Committed Loan Notice with respect to a Canadian Committed Borrowing is given by the Canadian Borrower there are Canadian L/C Borrowings outstanding, then the proceeds of such Canadian Committed Borrowing, first, shall be applied to the payment in full of any such Canadian L/C Borrowings, and second, shall be made available to the Canadian Borrower as provided above; or (B) if, on the date a Committed Loan Notice with respect to a Domestic Committed Borrowing is given by the Parent on behalf of the Domestic Borrowers, there are Domestic L/C Borrowings outstanding, then current Interest Period with respect thereto. Except the proceeds of such Domestic Committed Borrowing, first, shall be applied to the payment in full of any such Domestic L/C Borrowings, and second, shall be made available to the Domestic Borrowers as otherwise provided herein, a Tranche C Loan may be continued only on the last day of an Interest Period for such Tranche C Loanabove.
(d) The Administrative In the event that any Borrower fails to pay any interest, fee, service charge, Credit Party Expenses, or other payment to which any Lender or any Agent shall promptly notify is entitled from the such Borrower pursuant hereto when due, or at any time after the occurrence and during the continuance of a Trigger Event, the applicable Agent, without the request of any Loan Party, may advance such interest, fee, service charge, Credit Party Expenses, or other payment to which any Lender or any Agent is entitled from the applicable Borrower pursuant hereto or any other Loan Document and may charge the appropriate Lenders of same to the interest rate applicable Loan Account with respect to any Interest Period for Eurocurrency Rate Loans upon determination of such interest ratethe Domestic Credit Extensions or Canadian Credit Extensions, as applicable, notwithstanding that a Domestic Overadvance or a Canadian Overadvance may result thereby. The determination Agents shall advise the Parent of the Eurocurrency Rate any such advance or charge by the Administrative Agent shall be conclusive in promptly after the absence of manifest error. The Australian Sub-making thereof, and the Canadian Agent shall promptly notify TFA and advise the appropriate Lenders Canadian Borrower of the interest rate applicable to any Interest Period for Tranche C Loans upon determination of such interest rate. The determination of the Bank ▇▇▇▇ Rate advance or charge by the Australian Sub-Canadian Agent shall be conclusive in promptly after the absence making thereof. Such action on the part of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent or the Canadian Agent shall notify not constitute a waiver of the applicable Borrower Credit Party’s rights and the appropriate Lenders applicable Borrowers’ obligations under Section 2.05(c). Any amount which is added to the principal balance of any change the applicable Loan Account as provided in BNP Paribas’s prime rate used in determining the Base this Section 2.02(c) shall be deemed to be a Domestic Prime Rate promptly following the public announcement of such change. At any time that Loan, US Index Rate Loan or a Canadian Prime Rate Loans are outstandingLoan, the Canadian Sub-Agent shall notify TCCI and the Tranche B Lenders of any change in the Canadian Prime Rate promptly following the public announcement of a change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Bankas applicable.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than fifteen (15) Interest Periods in effect with respect to Committed Loans.
(f) Each Lender at its option may make any Loans by causing any domestic or foreign branch or Affiliate of such Lender to make such Loans; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loans in accordance with the terms of this Agreement and provided further that any exercise of such option shall not increase the Borrower’s obligations under Section 3.1 or Section 3.4.
Appears in 1 contract
Borrowings, Conversions and Continuations of Committed Loans. (a) Interest Rate Elections.
(i) Domestic Committed Loans made to the Domestic Borrowers or to the Foreign Borrower shall be either Domestic Prime Rate Loans or LIBOR Rate Loans, as the Parent, on behalf of the Domestic Borrowers or the Foreign Borrower, may request subject to and in accordance with this Section 2.02; provided that all Domestic Committed Loans made in Euros shall solely be Euribor Rate Loans and all Domestic Loans made in Sterling shall be LIBOR Rate Loans. All Swing Line Loans made to the Domestic Borrowers or the Foreign Borrower shall be only made in Dollars and shall be only Domestic Prime Rate Loans.
(ii) Canadian Committed Loans made to the Canadian Borrower or the Foreign Borrower shall be either Canadian Prime Rate Loans or BA Equivalent Loans (if made in CD$) or LIBOR Rate Loans or US Index Rate Loans (if in Dollars) as the Canadian Borrower or the Foreign Borrower may request subject to and in accordance with this Section 2.02; provided that provided that all Canadian Committed Loans made in Euros shall solely be Euribor Rate Loans and all Canadian Committed Loans made in Sterling shall be LIBOR Rate Loans. All Swing Line Loans made to the Canadian Borrower or the Foreign Borrower shall be made only in CD$ or Dollars and shall be only Canadian Prime Rate Loans or U.S. Index Rate Loans, as applicable.
(iii) Subject to the other provisions of this Section 2.02, Committed Borrowings of more than one Type may be incurred at the same time.
(b) Each Committed Borrowing, each conversion of a Committed Loans Loan from one Type to the otheranother, and each continuation of Eurocurrency Rate Loans or continuation of Tranche C Loans shall be made upon the applicable Borrower’s irrevocable notice of the Parent on behalf of the Domestic Borrowers, by the Canadian Borrower or by Foreign Borrower, as applicable, to the Administrative Agent (or the Canadian Sub-Agent, in the case of Tranche B, or Australian Sub-Agent, in the case of Tranche C)as applicable, which may be given by telephone. Each such notice must be received by the Applicable Administrative Agent or the Canadian Agent not later than 10:00 11:00 a.m. (Pacific time) in the case of Tranche A Loans, 9:00 a.m. (Pacific time) in the case of Tranche B Loans, and 9:00 a.m. (Pacific time) in the case of Tranche C Loans, (i) three (3) Business Days prior to the requested date of any Committed Borrowing of, conversion to of or continuation of Eurocurrency Euribor Rate Loans, LIBOR Rate Loans denominated in US Dollars or BA Equivalent Loans or of any conversion of Base Rate any such Loans to Eurocurrency Rate Loans denominated in US Dollarsof a different Type, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency4) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, (iii) four Business Days prior to the requested date of any Committed Borrowing to be made in an Optional Currency of, conversion to, or continuation of Tranche C Euribor Rate Loans, LIBOR Rate Loans or BA Equivalent Loans in an Optional Currency or of any conversion of any such Loans to Loans of a different Type, and (iviii) on one (1) Business Day prior to the requested date of any Committed Borrowing of, or conversion of Eurocurrency Rate Loans to, Base Rate Committed Loans, (v) on the requested date of any Borrowing of Canadian Prime Rate Loans, Domestic Prime Rate Loans and (vi) as set forth in Section 2.15(a) for Bankers’ Acceptances, Drafts or BA Equivalent NotesUS Index Rate Loans. Each telephonic notice by a Borrower pursuant to this Section 2.2(a2.02(b) must be confirmed promptly by delivery to the Applicable Administrative Agent or the Canadian Agent, as applicable, of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Parent, the Canadian Borrower or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable AgentForeign Borrower, as applicable. Except as otherwise provided in Section 2.15(a), each Each Committed Borrowing of, conversion to or continuation of LIBOR Rate Loans, Euribor Rate Loans or BA Equivalent Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans, in a principal amount of US$50,000,000 $1,000,000 or a whole multiple of US$$1,000,000 in excess thereof (or the Dollar Equivalent Amount thereof); . Except as provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or any other amount (or meeting any other criterionSections 2.03(c) as at any time ensures that it does not qualify as attracting funds from the “public” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezichtand 2.04(c), (y) for Tranche B each Committed Borrowing of or conversion to Canadian Prime Rate Loans denominated in Canadian Dollars, U.S. Index Rate Loans, or Domestic Prime Rate Loans, as applicable, shall be in a principal amount of CDN$5,000,000 $500,000 or integral multiples a whole multiple of CDN$1,000,000 $100,000 in excess thereof or (z) for Tranche C Loans, in a principal amount of A$5,000,000 or integral multiples of A$1,000,000 in excess the Equivalent Amount thereof). Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the applicable Borrower request is requesting for a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurocurrency LIBOR Rate Loans Loans, BA Equivalent Loans, or Tranche C Euribor Rate Loans, (ii) the requested date of the Committed Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) whether such Committed Loan is to be made in Dollars, Canadian Dollars or another Optional Currency, and (vi) if applicable, the duration of the Interest Period with respect thereto and thereto, provided that any request for Optional Currency shall comply with the provisions of Section 2.02(b) hereof. If (vix) the currency of the Committed Loans to be borrowed. If any Borrower (other than TFA) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in US Dollars. If any Borrower (other than TFA) request fails to specify a Type of Committed Loan in a Committed Loan Notice or the currency in which such Committed Loan is to be made or if such Borrower the Parent, the Canadian Borrower, or the Foreign Borrower, as the case may be, fails to give a timely notice requesting of a conversion or continuationcontinuation of a LIBOR Rate Loan, Euribor Rate Loan, or a BA Equivalent Loan, then the applicable Committed Loans shall be made as, or converted to, (x) Domestic Prime Rate Loans made in the case of Loans denominated in Canadian Dollars, Dollars or Canadian Prime Rate Loans or (y) made in the case of Loans denominated in a currency other than Canadian DollarsCD$, Base Rate Loans in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian Dollars, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one monthapplicable. Any such automatic conversion to Base Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency LIBOR Rate Loans. If the applicable Borrower requests a Borrowing of, conversion toEuribor Rate Loan or BA Equivalent Loans, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but (y) fails to specify an Interest PeriodPeriod for a LIBOR Rate Loan, Euribor Rate Loan, or a BA Equivalent Loan, it will be deemed to have specified an Interest Period of one month. If TFA requests Notwithstanding anything to the contrary herein, a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Swing Line Loan may not be converted into to a LIBOR Rate Loan, Euribor Rate Loan or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currencyBA Equivalent Loan.
(bc) Following receipt of a Committed Loan Notice, the Administrative Agent Agents shall promptly notify each appropriate Domestic Lender or Canadian Lender, as the case may be, of the contents thereof and the amount (and currency) of its Pro Rata Share Applicable Percentage of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Parent, on behalf of the Domestic Borrower or by the Canadian Borrower or by the Foreign Borrower, the Administrative Agent Agents shall notify each appropriate Lender of the details of any automatic conversion to Base Prime Rate Loans or continuation of Committed Loans denominated in a currency other than US Dollars, in each case as described in the preceding subsectionSection 2.02(b). In the case of a Committed Borrowing, Each Domestic Lender and each Tranche A Canadian Lender shall make the amount of its applicable Committed Loan available to the Administrative Agent, each Tranche B Lender shall make the amount of its Committed Loan available to Agent or the Canadian Sub-Agent and each Tranche C Lender shall make the amount of its Committed Loan available to the Australian Sub-Agent, in Same Day Funds at the Administrative Agent’s Office for the applicable currency, the office of the Canadian Sub-Agent located in Montreal, Canada, or the Australian Sub-Agent’s Office, as the case may be, in immediately available funds at the applicable Agent’s Office not later than 1:00 p.m. on the Business Day specified, in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency or Australian Dollars, in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.24.02 (and, if such Committed Borrowing is the initial Credit Extension, Section 4.01), the Applicable applicable Agent shall use reasonable efforts to make all funds so received available to the applicable Borrower Borrowers in like funds as received by no later than 4:00 p.m. (and, if such Borrowing is the initial Credit Extension, 4:00 p.m.) on the day of receipt by the Administrative applicable Agent, the Canadian Sub-Agent or the Australian Sub-Agent either by (i) crediting either the account of such the Parent, the Canadian Borrower or the Foreign Borrower, as applicable, on the books of BNP Paribas Bank of America or Bank of America-Canada Branch, as applicable, with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agentapplicable Agent by the Parent, the Canadian Sub-Borrower or by the Foreign Borrower; provided, however, that (A) if, on the date a Committed Loan Notice with respect to a Canadian Committed Borrowing is given by the Canadian Borrower or the Foreign Borrower, as applicable, there are Canadian L/C Borrowings outstanding, then the proceeds of such Canadian Committed Borrowing, first, shall be applied to the payment in full of any such Canadian L/C Borrowings, and second, shall be made available to the Canadian Borrower or the Foreign Borrower as provided above; or (B) if, on the date a Committed Loan Notice with respect to a Domestic Committed Borrowing is given by the Parent on behalf of the Domestic Borrowers or the Foreign Borrower, there are Domestic L/C Borrowings outstanding, then the proceeds of such Domestic Committed Borrowing, first, shall be applied to the payment in full of any such Domestic L/C Borrowings, and second, shall be made available to the Domestic Borrowers or the Foreign Borrower as provided above.
(d) In the event that any Borrower fails to pay any interest, fee, service charge, Credit Party Expenses, or other payment to which any Lender or any Agent is entitled from the such Borrower pursuant hereto when due, or at any time after the occurrence and during the continuance of a Trigger Event, the applicable Agent, without the request of any Loan Party, may advance such interest, fee, service charge, Credit Party Expenses, or other payment to which any Lender or any Agent is entitled from the applicable Borrower pursuant hereto or any other Loan Document and may charge the same to the Loan Account with respect to the Domestic Credit Extensions or Canadian Credit Extensions, as applicable, notwithstanding that a Domestic Overadvance or a Canadian Overadvance may result thereby. The Agents shall advise the Parent of any such advance or charge by the Administrative Agent promptly after the making thereof, and the Canadian Agent shall advise the Canadian Borrower of any such advance or charge by the Canadian Agent promptly after the making thereof. Such action on the part of the Administrative Agent or the Australian Sub-Canadian Agent by such Borrowershall not constitute a waiver of the applicable Credit Party’s rights and the applicable Borrowers’ obligations under Section 2.05(c). Any amount which is added to the principal balance of the applicable Loan Account as provided in this Section 2.02(c) shall be deemed to be a Domestic Prime Rate Loan or a Canadian Prime Rate Loan, as applicable.
(ce) Except as otherwise provided herein, a Eurocurrency LIBOR Rate Loan, a Euribor Rate Loan or a BA Equivalent Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan. During the existence of an Event of Default, no Loans may be requested as, converted to or continued as Eurocurrency LIBOR Rate Loans, Euribor Rate Loans (whether in US Dollars or any Alternative Currency) BA Equivalent Loans without the consent Consent of the applicable Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. Except as otherwise provided herein, a Tranche C Loan may be continued only on the last day of an Interest Period for such Tranche C Loan.
(df) The Administrative applicable Agent shall promptly notify the applicable Parent, the Canadian Borrower, the Foreign Borrower and the appropriate applicable Lenders of the interest rate applicable to any Interest Period for Eurocurrency Euribor Rate Loans, BA Equivalent Loans, or LIBOR Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. The Australian Sub-Agent shall promptly notify TFA and the appropriate Lenders of the interest rate applicable to any Interest Period for Tranche C Loans upon determination of such interest rate. The determination of the Bank ▇▇▇▇ Rate by the Australian Sub-Agent shall be conclusive in the absence of manifest error. At any time that Base Prime Rate Loans are outstanding, the Administrative applicable Agent shall promptly notify the applicable Parent, the Canadian Borrower, the Foreign Borrower and the appropriate applicable Lenders of any change in BNP Paribas’s prime rate used in determining the Base U.S. Prime Rate, US Index Rate or Canadian Prime Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Sub-Agent shall notify TCCI and the Tranche B Lenders of any change in the Canadian Prime Rate promptly following the public announcement of a change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Bank.
(eg) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to another in accordance with the otherterms hereof, and all continuations of Committed Loans as the same Type, there shall not be more than fifteen five (155) Interest Periods in effect with respect to Domestic Committed Loans and not be more than five (5) Interest Periods in effect with respect to Canadian Committed Loans.
(fh) Each Lender at its option may None of the Agents, the Lenders, or the L/C Issuer shall have any obligation to make any Loans by causing Loan or to provide any domestic Letter of Credit if an Overadvance would result. The Administrative Agent may, in its discretion, make Permitted Domestic Overadvances without the consent of any Lender or foreign branch any L/C Issuer and each Domestic Lender shall be bound thereby. The Canadian Agent may, in its discretion, make Permitted Canadian Overadvances without the consent of any Lender, or Affiliate any L/C Issuer and each Canadian Lender shall be bound thereby. Any Permitted Overadvance may constitute a Swing Line Loan and shall bear interest at the U.S. Prime Rate or the Canadian Prime Rate, as applicable. All Permitted Overadvance are for the account of the applicable Borrowers and shall be repaid on demand. The making of any such Permitted Overadvance on any one occasion shall not obligate any Agent or any Lender to make or permit any Permitted Overadvance on any other occasion or to permit such Loans; provided that Permitted Overadvances to remain outstanding. The making by any exercise Agent of such option a Permitted Overadvance shall not affect the obligation modify or abrogate any of the applicable Borrower provisions of Section 2.03 regarding the Lenders’ obligations to repay purchase participations with respect to Letters of Credit or of Section 2.04 regarding the Lenders’ obligations to purchase participations with respect to Swing Line Loans. Neither the Administrative Agent nor the Canadian Agent shall have any liability for, and no Loan Party or Credit Party shall have the right to, or shall, bring any claim of any kind whatsoever against the Administrative Agent or the Canadian Agent with respect to Unintentional Overadvances regardless of the amount of any such Loans in accordance with the terms of this Agreement and provided further that any exercise of such option shall not increase the Borrower’s obligations under Section 3.1 or Section 3.4Overadvance(s).
Appears in 1 contract
Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans or continuation of Tranche C Loans shall be made upon the applicable Borrower’s irrevocable notice to the Administrative Agent (or Canadian Sub-Agent, in the case of Tranche B, or Australian Sub-Agent, in the case of Tranche C), which may be given by telephone. Each such notice must be received by the Applicable Agent not later than 10:00 a.m. 12:00 noon (Pacific Central time) in the case of Tranche A Loans, 9:00 11:00 a.m. (Pacific Central time) in the case of Tranche B Loans, and 9:00 11:00 a.m. (Pacific Central time) in the case of Tranche C Loans, (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated in US Dollars or of any conversion of Base Rate Loans to Eurocurrency Rate Loans denominated in US Dollars, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, (iii) four Business Days prior to the requested date of any Borrowing or continuation of Tranche C Loans, (iv) on the requested date of any Borrowing of, or conversion of Eurocurrency Rate Loans to, Base Rate Committed Loans, and (v) on the requested date of any Borrowing of Canadian Prime Rate Loans and (vi) as set forth in Section 2.15(a) for Bankers’ Acceptances, Drafts or BA Equivalent NotesLoans. Each telephonic notice by a Borrower pursuant to this Section 2.2(a) must be confirmed promptly by delivery to the Applicable Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable Agent. Except as otherwise provided in Section 2.15(a), each Each Borrowing of, conversion to or continuation of Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans, in a principal amount of US$50,000,000 or a whole multiple of US$1,000,000 in excess thereof (or the Dollar Equivalent thereof); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or any other amount (or meeting any other criterion) as at any time ensures that it does not qualify as attracting funds from the “public” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y) for Tranche B Loans denominated in Canadian Dollars, in a principal amount of CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in a principal amount of A$5,000,000 or integral multiples of A$1,000,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the applicable Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans or Tranche C Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the currency of the Committed Loans to be borrowed. If any Borrower (other than TFA) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in US Dollars. If any Borrower (other than TFA) fails to specify a Type of Committed Loan in a Committed Loan Notice or if such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, (x) in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Canadian Dollars, Base Rate Loans in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian Dollars, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If TFA requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency. Notwithstanding the foregoing, if after giving effect to the making of any Tranche A Loans, Tranche B Loans or Tranche C Loans, the Unused Tranche A Commitment would be less than or equal to the Dollar Equivalent of EUR 300,000,000 (as determined by the Administrative Agent), then, only to the extent TKG has not borrowed EUR 300,000,000 as of the date such Loan is to be made, such Loans shall not be made without the consent of TKG (which consent may be waived only by TKG).
(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each appropriate Lender of the contents thereof and the amount (and currency) of its Pro Rata Share of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Administrative Agent shall notify each appropriate Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other than US Dollars, in each case as described in the preceding subsection. In the case of a Committed Borrowing, each Tranche A Lender shall make the amount of its Committed Loan available to the Administrative Agent, each Tranche B Lender shall make the amount of its Committed Loan available to the Canadian Sub-Agent and each Tranche C Lender shall make the amount of its Committed Loan available to the Australian Sub-Agent, in Same Day Funds at the Administrative Agent’s Office for the applicable currency, the office of the Canadian Sub-Agent located in Montreal, Canada, or the Australian Sub-Agent’s Office, as the case may be, not later than 1:00 p.m. on the Business Day specified, in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency or Australian Dollars, in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.2, the Applicable Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent either by (i) crediting the account of such Borrower on the books of BNP Paribas with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent by such Borrower.
(c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan. During the existence of an Event of Default, no Loans may be requested as, converted to or continued as Eurocurrency Rate Loans (whether in US Dollars or any Alternative Currency) without the consent of the applicable Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. Except as otherwise provided herein, a Tranche C Loan may be continued only on the last day of an Interest Period for such Tranche C Loan.
(d) The Administrative Agent shall promptly notify the applicable Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. The Australian Sub-Agent shall promptly notify TFA and the appropriate Lenders of the interest rate applicable to any Interest Period for Tranche C Loans upon determination of such interest rate. The determination of the Bank ▇B▇▇▇ Rate by the Australian Sub-Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the applicable Borrower and the appropriate Lenders of any change in BNP Paribas’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Sub-Agent shall notify TCCI and the Tranche B Lenders of any change in the Canadian Prime Rate promptly following the public announcement of a change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Bank.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than fifteen (15) Interest Periods in effect with respect to Committed Loans.
(f) Each Lender at its option may make any Loans by causing any domestic or foreign branch or Affiliate of such Lender to make such Loans; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loans in accordance with the terms of this Agreement and provided further that any exercise of such option shall not increase the Borrower’s obligations under Section 3.1 or Section 3.4.
Appears in 1 contract
Sources: 364 Day Credit Agreement (Toyota Motor Credit Corp)
Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans or continuation of Tranche C Loans shall be made upon the applicable Borrower’s irrevocable notice to the Administrative Agent (or Canadian Sub-Agent, in the case of Tranche B, or Australian Sub-Agent, in the case of Tranche C), which may be given by telephone. Each such notice must be received by the Applicable Agent not later than 10:00 a.m. (Pacific time) in the case of Tranche A Loans, 9:00 a.m. (Pacific time) in the case of Tranche B Loans, and 9:00 a.m. (Pacific time) in the case of Tranche C Loans, (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated in US Dollars or of any conversion of Base Rate Loans to Eurocurrency Rate Loans denominated in US Dollars, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, (iii) four Business Days prior to the requested date of any Borrowing or continuation of Tranche C Loans, (iv) on the requested date of any Borrowing of, or conversion of Eurocurrency Rate Loans to, Base Rate Committed Loans, (v) on the requested date of any Borrowing of Canadian Prime Rate Loans and (vi) as set forth in Section 2.15(a) for Bankers’ Acceptances, Drafts or BA Equivalent Notes. Each telephonic notice by a Borrower pursuant to this Section 2.2(a) must be confirmed promptly by delivery to the Applicable Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable Agent. Except as otherwise provided in Section 2.15(a), each Borrowing of, conversion to or continuation of Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans, in a principal amount of US$50,000,000 or a whole multiple of US$1,000,000 in excess thereof (or the Dollar Equivalent thereof); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or any other amount (or meeting any other criterion) as at any time ensures that it does not qualify as attracting funds from the “public” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y) for Tranche B Loans denominated in Canadian Dollars, in a principal amount of CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in a principal amount of A$5,000,000 or integral multiples of A$1,000,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the applicable Borrower is is
requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans or Tranche C Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the currency of the Committed Loans to be borrowed. If any Borrower (other than TFA) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in US Dollars. If any Borrower (other than TFA) fails to specify a Type of Committed Loan in a Committed Loan Notice or if such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, (x) in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Canadian Dollars, Base Rate Loans in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian Dollars, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If TFA requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.
(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each appropriate Lender of the contents thereof and the amount (and currency) of its Pro Rata Share of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Administrative Agent shall notify each appropriate Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other than US Dollars, in each case as described in the preceding subsection. In the case of a Committed Borrowing, each Tranche A Lender shall make the amount of its Committed Loan available to the Administrative Agent, each Tranche B Lender shall make the amount of its Committed Loan available to the Canadian Sub-Agent and each Tranche C Lender shall make the amount of its Committed Loan available to the Australian Sub-Agent, in Same Day Funds at the Administrative Agent’s Office for the applicable currency, the office of the Canadian Sub-Agent located in Montreal, Canada, or the Australian Sub-Agent’s Office, as the case may be, not later than 1:00 p.m. on the Business Day specified, in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency or Australian Dollars, in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.2, the Applicable Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent either by (i) crediting the account of such Borrower on the books of BNP Paribas with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent by such Borrower.
(c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan. During the existence of an Event of Default, no Loans may be requested as, converted to or continued as Eurocurrency Rate Loans (whether in US Dollars or any Alternative Currency) without the consent of the applicable Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. Except as otherwise provided herein, a Tranche C Loan may be continued only on the last day of an Interest Period for such Tranche C Loan.
(d) The Administrative Agent shall promptly notify the applicable Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. The Australian Sub-Agent shall promptly notify TFA and the appropriate Lenders of the interest rate applicable to any Interest Period for Tranche C Loans upon determination of such interest rate. The determination of the Bank ▇B▇▇▇ Rate by the Australian Sub-Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the applicable Borrower and the appropriate Lenders of any change in BNP Paribas’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Sub-Agent shall notify TCCI and the Tranche B Lenders of any change in the Canadian Prime Rate promptly following the public announcement of a change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Bank.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than fifteen (15) Interest Periods in effect with respect to Committed Loans.
(f) Each Lender at its option may make any Loans by causing any domestic or foreign branch or Affiliate of such Lender to make such Loans; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loans in accordance with the terms of this Agreement and provided further that any exercise of such option shall not increase the Borrower’s obligations under Section 3.1 or Section 3.4.
Appears in 1 contract
Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurocurrency Term Benchmark Rate Loans or continuation of Tranche C Loans shall be made upon the applicable Company’s or Designated Borrower’s ’s, as the case may be, irrevocable notice to the Administrative Agent (or Canadian Sub-Agent, in the case of Tranche B, or Australian Sub-Agent, in the case of Tranche C), which may be given by telephone(A) telephone or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such notice Committed Loan Notice must be received by the Applicable Administrative Agent not later than 10:00 a.m. (Pacific time) in the case of Tranche A Loans, 9:00 a.m. (Pacific time) in the case of Tranche B Loans, and 9:00 a.m. (Pacific time) in the case of Tranche C Loans, (i) 1:00 p.m. three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Term Benchmark Rate Loans denominated in US Dollars or of any conversion of Base Rate Loans to Eurocurrency Term Benchmark Rate Loans denominated in US DollarsDollars to Base Rate Committed Loans, (ii) 12:00 noon four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, and (iii) 12:00 noon on the requested date of any Borrowing of Base Rate Committed Loans; provided, however, that if any Borrower wishes to request (1) Term Benchmark Rate Loans not denominated in Canadian Dollars having an Interest Period other than one, three or six months in duration or (2) Term Benchmark Rate Loans denominated in Canadian Dollars having an Interest Period other than one or three months in duration, in each case, as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. (i) four Business Days prior to the requested date of any Borrowing such Borrowing, conversion or continuation of Tranche C LoansTerm Benchmark Rate Loans denominated in Dollars, or (ivii) on five Business Days (or six Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing ofsuch Borrowing, conversion or conversion continuation of Eurocurrency Term Benchmark Rate Loans todenominated in Alternative Currencies, Base Rate Committed Loans, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m. (vi) on three Business Days before the requested date of any Borrowing such Borrowing, conversion or continuation of Canadian Prime Term Benchmark Rate Loans and denominated in Dollars having an Interest Period other than one, three or six months in duration as provided in the definition of “Interest Period”, or (viii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Term Benchmark Rate Loans denominated in (1) Alternative Currencies other than Canadian Dollars having an Interest Period other than one, three or six months in duration or (2) Canadian Dollars having an Interest Period other than one or three months, in each case, as set forth provided in Section 2.15(athe definition of “Interest Period”, the Administrative Agent shall notify the relevant Borrower (which notice may be by telephone) for Bankers’ Acceptances, Drafts whether or BA Equivalent Notesnot the requested Interest Period has been consented to by all the Lenders. Each telephonic notice by a Borrower pursuant to this Section 2.2(a) must be confirmed promptly by delivery to the Applicable Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable Agent. Except as otherwise provided in Section 2.15(a), each Borrowing of, conversion to or continuation of Term Benchmark Rate Loans shall be (xin an amount not less than the Minimum Principal Amount. Except as provided in Sections 2.04(c) for and 2.05(c), each Committed Borrowing of or conversion to Base Rate Committed Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans, shall be in a principal amount of US$50,000,000 $500,000 or a whole multiple of US$1,000,000 in excess thereof (or the Dollar Equivalent thereof); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or any other amount (or meeting any other criterion) as at any time ensures that it does not qualify as attracting funds from the “public” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y) for Tranche B Loans denominated in Canadian Dollars, in a principal amount of CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in a principal amount of A$5,000,000 or integral multiples of A$1,000,000 $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the applicable such Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurocurrency Term Benchmark Rate Loans or Tranche C Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the currency of the Committed Loans to be borrowed. If any the relevant Borrower (other than TFA) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in US Dollars. If any such Borrower (other than TFA) fails to specify a Type of Committed Loan in a Committed Loan Notice or if such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, (x) in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Canadian Dollars, Base Rate Loans in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Term Benchmark Rate Loans denominated in an Alternative Currency other than Canadian DollarsCurrency, such Loans shall be continued as Eurocurrency Term Benchmark Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Term Benchmark Rate Loans. If the applicable such Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Term Benchmark Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If TFA requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.
(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each appropriate Lender of the contents thereof and the amount (and currency) of its Pro Rata Share Applicable Percentage of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Administrative Agent shall notify each appropriate Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other than US Dollars, in each case as described in the preceding subsection. In the case of a Committed Borrowing, each Tranche A Lender shall make the amount of its Committed Loan available to the Administrative Agent, each Tranche B Lender shall make the amount of its Committed Loan available to the Canadian Sub-Agent and each Tranche C Lender shall make the amount of its Committed Loan available to the Australian Sub-Agent, in Same Day Funds at the Administrative Agent’s Office for the applicable currency, the office of the Canadian Sub-Agent located in Montreal, Canada, or the Australian Sub-Agent’s Office, as the case may be, currency not later than 1:00 p.m. on the Business Day specifiedp.m, in the case of any Committed Loan denominated in US DollarsDollars other than Base Rate Loans, and in the case of any Committed Loan denominated in Dollars that is a Base Rate Loan, not later than 2:00 p.m., and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency or Australian DollarsCurrency, in each case on the Business Day specified in the applicable Committed Loan Notice. Upon Subject to satisfaction of the applicable conditions set forth in Section 4.24.02, the Applicable Administrative Agent shall make all funds so received available to the applicable Borrower Company or the Designated Borrower, as applicable, in like funds as received by the Administrative Agent, Agent no later than 5:00 p.m. on the Canadian Sub-Agent or Business Day specified in the Australian Sub-Agent applicable Committed Loan Notice either by (i) crediting the account of such Borrower on the books of BNP Paribas Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent by such Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing denominated in Dollars is given by such Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and, second, shall be made available to the applicable Borrower as provided above.
(c) Except as otherwise provided hereinSubject to Section 3.05, a Eurocurrency Term Benchmark Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Term Benchmark Rate Loan. During the existence of an Event of Default, the Administrative Agent or Required Lenders may require that no Loans may be requested as, converted to or continued as Eurocurrency Term Benchmark Rate Loans (whether in US Dollars or any Alternative Currency) without the consent of the applicable Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. Except as otherwise provided herein, a Tranche C Loan may be continued only on the last day of an Interest Period for such Tranche C Loan.
(d) The Administrative Agent shall promptly notify the applicable Borrower Borrowers and the appropriate Lenders of the interest rate applicable to any Interest Period for Eurocurrency Term Benchmark Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. The Australian Sub-Agent shall promptly notify TFA and the appropriate Lenders of the interest rate applicable to any Interest Period for Tranche C Loans upon determination of such interest rate. The determination of the Bank ▇▇▇▇ Rate by the Australian Sub-Agent shall be conclusive in the absence of manifest errorrates. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the applicable Borrower Borrowers and the appropriate Lenders of any change in BNP ParibasBank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Sub-Agent shall notify TCCI and the Tranche B Lenders of any change in the Canadian Prime Rate promptly following the public announcement of a change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Bank.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than fifteen (15) 10 Interest Periods in effect with respect to Committed Loans.
(f) Each Lender at its option may make any Loans by causing any domestic With respect to SOFR or foreign branch or Affiliate of such Lender Term SOFR, the Administrative Agent will have the right in consultation with the Company to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such LoansConforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document; provided that that, with respect to any exercise of such option amendment effected, the Administrative Agent shall not affect post each such amendment implementing such Conforming Changes to the obligation of Borrowers, the applicable Borrower to repay L/C Issuers and the Lenders reasonably promptly after such Loans amendment becomes effective.
(g) (i) a Loan denominated in accordance with the terms of this Agreement Dollars may only be a Term Benchmark Rate Loan or a Base Rate Loan, (ii) a Loan denominated in Euro, Canadian Dollars, Australian Dollars or New Zealand Dollars may only be a Term Benchmark Rate Loan and provided further that any exercise of such option shall not increase the Borrower’s obligations under Section 3.1 or Section 3.4(iii) a Loan denominated in Sterling may only be a Daily Benchmark Rate Loan.
Appears in 1 contract
Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans or continuation of Tranche C Loans shall be made upon the applicable Borrower’s irrevocable notice to the Administrative Agent (or Canadian Sub-Agent, in the case of Tranche B, or Australian Sub-Agent, in the case of Tranche C), which may be given by telephone. Each such notice must be received by the Applicable Agent not later than 10:00 a.m. 12:00 noon (Pacific Central time) in the case of Tranche A Loans, 9:00 11:00 a.m. (Pacific Central time) in the case of Tranche B Loans, and 9:00 11:00 a.m. (Pacific Central time) in the case of Tranche C Loans, (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated in US Dollars or of any conversion of Base Rate Loans to Eurocurrency Rate Loans denominated in US Dollars, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, (iii) four Business Days prior to the requested date of any Borrowing or continuation of Tranche C Loans, (iv) on the requested date of any Borrowing of, or conversion of Eurocurrency Rate Loans to, Base Rate Committed Loans, and (v) on the requested date of any Borrowing of Canadian Prime Rate Loans and (vi) as set forth in Section 2.15(a) for Bankers’ Acceptances, Drafts or BA Equivalent NotesLoans. Each telephonic notice by a Borrower pursuant to this Section 2.2(a) must be confirmed promptly by delivery to the Applicable Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable Agent. Except as otherwise provided in Section 2.15(a), each Each Borrowing of, conversion to or continuation of Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans, in a principal amount of US$50,000,000 or a whole multiple of US$1,000,000 in excess thereof (or the Dollar Equivalent thereof); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or any other amount (or meeting any other criterion) as at any time ensures that it does not qualify as attracting funds from the “public” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y) for Tranche B Loans denominated in Canadian Dollars, in a principal amount of CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in a principal amount of A$5,000,000 or integral multiples of A$1,000,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the applicable Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans or Tranche C Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the currency of the Committed Loans to be borrowed. If any Borrower (other than TFAthe Tranche C Borrower) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in US Dollars. If any Borrower (other than TFAthe Tranche C Borrower) fails to specify a Type of Committed Loan in a Committed Loan Notice or if such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, (x) in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Canadian Dollars, Base Rate Loans in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian Dollars, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If TFA the Tranche C Borrower requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.
(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each appropriate Lender of the contents thereof and the amount (and currency) of its Pro Rata Share of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Administrative Agent shall notify each appropriate Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other than US Dollars, in each case as described in the preceding subsection. In the case of a Committed Borrowing, each Tranche A Lender shall make the amount of its Committed Loan available to the Administrative Agent, each Tranche B Lender shall make the amount of its Committed Loan available to the Canadian Sub-Agent and each Tranche C Lender shall make the amount of its Committed Loan available to the Australian Sub-Agent, in Same Day Funds at the Administrative Agent’s Office for the applicable currency, the office of the Canadian Sub-Agent located in Montreal, Canada, or the Australian Sub-Agent’s Office, as the case may be, not later than 1:00 p.m. on the Business Day specified, in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency or Australian Dollars, in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.2, the Applicable Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent either by (i) crediting the account of such Borrower on the books of BNP Paribas with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent by such Borrower.
(c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan. During the existence of an Event of Default, no Loans may be requested as, converted to or continued as Eurocurrency Rate Loans (whether in US Dollars or any Alternative Currency) without the consent of the applicable Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. Except as otherwise provided herein, a Tranche C Loan may be continued only on the last day of an Interest Period for such Tranche C Loan.
(d) The Administrative Agent shall promptly notify the applicable Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. The Australian Sub-Agent shall promptly notify TFA the Tranche C Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Tranche C Loans upon determination of such interest rate. The determination of the Bank ▇▇▇▇ Rate by the Australian Sub-Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the applicable Borrower and the appropriate Lenders of any change in BNP Paribas’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Sub-Agent shall notify TCCI and the Tranche B Lenders of any change in the Canadian Prime Rate promptly following the public announcement of a change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Bank.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than fifteen (15) Interest Periods in effect with respect to Committed Loans.
(f) Each Lender at its option may make any Loans by causing any domestic or foreign branch or Affiliate of such Lender to make such Loans; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loans in accordance with the terms of this Agreement and provided further that any exercise of such option shall not increase the Borrower’s obligations under Section 3.1 or Section 3.4.
Appears in 1 contract
Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans or continuation of Tranche C Loans shall be made upon the applicable BorrowerCompany’s irrevocable notice to the Administrative Agent (or Canadian Sub-Agent, in the case of Tranche B, or Australian Sub-Agent, in the case of Tranche C), which may be given by telephone(A) telephone or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such notice Committed Loan Notice must be received by the Applicable Administrative Agent not later than 10:00 a.m. (Pacific time) in the case of Tranche A Loans, 9:00 a.m. (Pacific time) in the case of Tranche B Loans, and 9:00 a.m. (Pacific time) in the case of Tranche C Loans, Noon (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated in US Dollars, Canadian Dollars or Mexican Pesos or of any conversion of Base Rate Loans to Eurocurrency Rate Loans denominated in US Dollars, Canadian Dollars or Mexican Pesos to Base Rate Committed Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative CurrenciesCurrencies (other than Canadian Dollars or Mexican Pesos), and (iii) on the requested date of any Borrowing of Base Rate Committed Loans; provided, however, that if the Company wishes to request Eurocurrency Rate Loans having an Interest Period other than one week or one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than Noon (i) four Business Days prior to the requested date of any Borrowing such Borrowing, conversion or continuation of Tranche C LoansEurocurrency Rate Loans denominated in Dollars, Canadian Dollars or Mexican Pesos, or (ivii) on five Business Days (or six Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing ofsuch Borrowing, conversion or conversion continuation of Eurocurrency Rate Loans todenominated in Alternative Currencies (other than Canadian Dollars or Mexican Pesos), Base Rate Committed Loanswhereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than Noon, (vi) on three Business Days before the requested date of any Borrowing such Borrowing, conversion or continuation of Canadian Prime Eurocurrency Rate Loans and denominated in Dollars, Canadian Dollars or Mexican Pesos, or (viii) as set forth four Business Days (or five Business Days in Section 2.15(athe case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies (other than Canadian Dollars or Mexican Pesos), the Administrative Agent shall notify the Company (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders (it being understood that Lender consent is not needed for Bankers’ Acceptancesrequested Interest Periods of one, Drafts two, three or BA Equivalent Notessix months in duration). Each telephonic notice by a Borrower pursuant to this Section 2.2(a) must be confirmed promptly by delivery to the Applicable Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable Agent. Except as otherwise provided in Section 2.15(a), each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans, in a principal amount of US$50,000,000 $2,000,000 or a whole multiple of US$$1,000,000 in excess thereof (or the Dollar Equivalent thereof); provided thator, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or any other amount (or meeting any other criterion) as at any time ensures that it does not qualify as attracting funds from the “public” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y) for Tranche B Eurocurrency Rate Loans denominated in Canadian DollarsAlternative Currencies, the dollar equivalent thereof). Except as provided in Sections 2.03(c) and 2.04(c), each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of CDN$5,000,000 $500,000 or integral multiples a whole multiple of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in a principal amount of A$5,000,000 or integral multiples of A$1,000,000 $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the applicable Borrower Company is requesting a Committed (USD/MC) Borrowing, a Committed (MXN) Borrowing, a conversion of Committed (USD/MC) Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans or Tranche C Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed (USD/MC) Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and thereto, (vi) the currency of the Committed Loans to be borrowed, and (vii) if applicable, the Designated Borrower. If any Borrower (other than TFA) the Company fails to specify a currency in a Committed Loan Notice requesting (i) a Borrowing other than a Committed (MXN) Borrowing, then the Committed Loans so requested shall be made in US DollarsDollars and (ii) a Committed (MXN) Borrowing, then the Committed Loans so requested shall be made in Mexican Pesos. If any Borrower (other than TFA) the Company fails to specify a Type of Committed Loan in a Committed Loan Notice or if such Borrower the Company fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, (x) in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Canadian Dollars, Base Rate Loans in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian Dollars, such Loans shall be continued as Eurocurrency Rate Loans in their original currency (or, if a new Committed Loan, Dollars) with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the applicable Borrower Company requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If TFA requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency. Notwithstanding anything herein to the contrary, (i) the Company shall not be entitled to request, on behalf of any Designated Mexican Borrower, any Loan other than a Committed (MXN) Loan and (ii) the Company shall not be entitled to request, on behalf of any Borrower other than a Designated Mexican Borrower, a Committed (MXN) Loan.
(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each appropriate Lender of the contents thereof and the amount (and currency) of its Pro Rata Share Applicable Percentage of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable BorrowerCompany, the Administrative Agent shall notify each appropriate Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other than US Dollars, in each case as described in the preceding subsection. In the case of a Committed Borrowing, each Tranche A Lender shall make the amount of its Committed Loan available to the Administrative Agent, each Tranche B Lender shall make the amount of its Committed Loan available to the Canadian Sub-Agent and each Tranche C Lender shall make the amount of its Committed Loan available to the Australian Sub-Agent, in Same Day Funds at the Administrative Agent’s Office for the applicable currency, the office of the Canadian Sub-Agent located in Montreal, Canada, or the Australian Sub-Agent’s Office, as the case may be, currency not later than 1:00 p.m. on the Business Day specifiedp.m., in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency or Australian DollarsCurrency, in each case on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.24.02 (and, if such Borrowing is (i) the initial Credit Extension, Section 4.01 and (ii) a Borrowing of Committed (MXN) Loans, Section 4.03), the Applicable Administrative Agent shall make all funds so received available to the Company or the other applicable Borrower in like funds as received by the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent either by (i) crediting the account of such Borrower on the books of BNP Paribas Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent by the Company; provided, however, that if, on the date the Committed Loan Notice with respect to such BorrowerBorrowing denominated in Dollars is given by the Company, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and, second, shall be made available to the applicable Borrower as provided above.
(c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan. During the existence of Notwithstanding any contrary provision hereof, if an Event of DefaultDefault has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Company, then, so long as an Event of Default is continuing, (i) no Loans outstanding Borrowing denominated in Dollars may be requested as, converted to or continued as a Eurocurrency Rate Loans Loan, (whether ii) unless repaid, each Eurocurrency Rate Loan denominated in US Dollars or any Alternative Currency) without shall be converted to a Base Rate Loan at the consent end of the Interest Period applicable Required Lendersthereto and (iii) unless repaid, and the Required Lenders may demand that any or all of the then outstanding each Eurocurrency Rate Loans Loan denominated in an Alternative Currency be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. Except as otherwise provided herein, a Tranche C Loan may shall automatically be continued only on the last day of as a Eurocurrency Rate with an Interest Period for such Tranche C Loanof one month.
(d) The Administrative Agent shall promptly notify the applicable Borrower Company and the appropriate Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. The Australian Sub-Agent shall promptly notify TFA and the appropriate Lenders of the interest rate applicable to any Interest Period for Tranche C Loans upon determination of such interest rate. The determination of the Bank ▇▇▇▇ Rate by the Australian Sub-Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the applicable Borrower and the appropriate Lenders of any change in BNP Paribas’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Sub-Agent shall notify TCCI and the Tranche B Lenders of any change in the Canadian Prime Rate promptly following the public announcement of a change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Bank.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than fifteen (15) twelve Interest Periods in effect with respect to Committed Loans.
(f) Each Lender at its option may make any Loans by causing any domestic or foreign branch or Affiliate of such Lender to make such Loans; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loans in accordance with the terms of this Agreement and provided further that any exercise of such option shall not increase the Borrower’s obligations under Section 3.1 or Section 3.4.
Appears in 1 contract
Sources: Credit Agreement (Watsco Inc)
Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurocurrency Term Rate Loans or continuation of Tranche C Loans shall be made upon the applicable Borrower’s irrevocable notice to the Administrative Agent (or Canadian Sub-Agent, in the case of Tranche B, or Australian Sub-Agent, in the case of Tranche C), which may be given by telephone. Each such notice must be received by the Applicable Agent not later than 10:00 a.m. 12:00 noon (Pacific Central time) in the case of Tranche A Loans, 9:00 11:00 a.m. (Pacific Central time) in the case of Tranche B Loans, and 9:00 11:00 a.m. (Pacific Central time) in the case of Tranche C Loans, (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Term Rate Loans denominated in US Dollars or of any conversion of Base Rate Loans to Eurocurrency Term Rate Loans denominated in US Dollars, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Term Rate Loans denominated in Alternative CurrenciesCurrencies or S▇▇▇▇ Loans, (iii) four Business Days prior to the requested date of any Borrowing or continuation of Tranche C Loans, (iv) on the requested date of any Borrowing of, or conversion of Eurocurrency Term Rate Loans to, denominated in US Dollars to Base Rate Committed Loans, and (v) on the requested date of any Borrowing of Canadian Prime Rate Loans and (vi) as set forth in Section 2.15(a) for Bankers’ Acceptances, Drafts or BA Equivalent NotesLoans. Each telephonic notice by a Borrower pursuant to this Section 2.2(a) must be confirmed promptly by delivery to the Applicable Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable Agent. Except as otherwise provided in Section 2.15(a), each Each Borrowing of, conversion to or continuation of Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans, in a principal amount of US$50,000,000 or a whole multiple of US$1,000,000 in excess thereof (or the Dollar Equivalent thereof); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or any other amount (or meeting any other criterion) as at any time ensures that it does not qualify as attracting funds from the “public” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y) for Tranche B Loans denominated in Canadian Dollars, in a principal amount of CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in a principal amount of A$5,000,000 or integral multiples of A$1,000,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the applicable Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurocurrency Term Rate Loans or Tranche C Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the currency of the Committed Loans to be borrowed. If any Borrower (other than TFAthe Tranche C Borrower) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the 34 Toyota - 364 Day Credit Agreement Committed Loans so requested shall be made in US Dollars. If any Borrower (other than TFAthe Tranche C Borrower) fails to specify a Type of Committed Loan (other than for Loans denominated in Sterling) in a Committed Loan Notice or if such Borrower fails to give a timely notice requesting a conversion or continuationcontinuation of a Term Rate Loan, then the applicable Committed Loans shall be made as, or converted to, (xw) in the case of Committed Loans for Tranche B denominated in Canadian Dollars, Canadian Prime Rate Loans, (x) in the case of Committed Loans or for Tranche A denominated in Canadian Dollars, Term Rate Loans in Canadian Dollars with an Interest Period of one month, (y) in the case of Committed Loans denominated in a currency other than Canadian US Dollars, Base Rate Loans in an amount being the Dollar Equivalent of such Loans; provided, however, that and (z) in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian DollarsEuro, such Loans shall be continued as Eurocurrency Term Rate Loans in their original currency Euro with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Term Rate Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Term Rate Loans denominated in Canadian Dollars or Euro in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If TFA the Tranche C Borrower requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Other than as expressly provided in this Agreement, no Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency. Notwithstanding the foregoing, if after giving effect to the making of any Tranche A Loans, Tranche B Loans or Tranche C Loans, the Unused Tranche A Commitment would be less than or equal to the Dollar Equivalent of EUR 300,000,000 (as determined by the Administrative Agent), then, only to the extent TKG has not borrowed EUR 300,000,000 as of the date such Loan is to be made, such Loans shall not be made without the consent of TKG (which consent may be waived only by TKG).
(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each appropriate Lender of the contents thereof and the amount (and currency) of its Pro Rata Share of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Administrative Agent shall notify each appropriate Lender of the details of any automatic conversion to Base Rate Loans or conversion or continuation of Committed Loans denominated in a currency other than US DollarsCanadian Dollars or Euro, in each case as described in the preceding subsection. In the case of a Committed Borrowing, each Tranche A Lender shall make the amount of its Committed Loan available to the Administrative Agent, each Tranche B Lender shall make the amount of its Committed Loan available to the Canadian Sub-Administrative Agent and each Tranche C Lender shall make the amount of its Committed Loan available to the Australian Sub-Agent, in Same Day Funds at the Administrative Agent’s Office for the applicable currency, the office of the Canadian Sub-Agent located in Montreal, Canada, currency or the Australian Sub-Agent’s Office, as the case may be, not later than 1:00 p.m. on the Business Day specified, in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency or Australian Dollars, in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.2, the Applicable Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent either by (i) crediting the account of such Borrower on the books of BNP Paribas with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent by such Borrower.
(c) Except as otherwise provided herein, a Eurocurrency Term Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Term Rate Loan. During the existence of an Event of DefaultDefault under Section 7.1(a) or Section 7.1(f), no Loans may be requested as, converted to or continued as Eurocurrency Term Rate Loans (whether in US Dollars or any Alternative Currency) without the consent of the applicable Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Term Rate Loans denominated in an Alternative Currency Euro or Term Rate Loans denominated in Canadian Dollars be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. Except as otherwise provided herein, a Tranche C Loan may be continued only on the last day of an Interest Period for such Tranche C Loan.
(d) The Administrative Agent shall promptly notify the applicable Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Eurocurrency Term Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Term Rate by the Administrative Agent shall be conclusive in the absence of manifest error. The Australian Sub-Agent shall promptly notify TFA the Tranche C Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Tranche C Loans upon determination of such interest rate. The determination of the Bank ▇B▇▇▇ Rate by the Australian Sub-Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the applicable Borrower and the appropriate Lenders of any change in BNP Paribas’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Sub-Administrative Agent shall notify TCCI and the Tranche B Lenders of any change in the Canadian Prime Rate promptly following the public announcement of a change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Bank.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than fifteen (15) Interest Periods in effect with respect to Committed Loans.
(f) Each Lender at its option may make any Loans by causing any domestic or foreign branch or Affiliate of such Lender to make such Loans; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loans in accordance with the terms of this Agreement and provided further that any exercise of such option shall not increase the Borrower’s obligations under Section 3.1 or Section 3.4.
(g) In connection with the use or administration of Term SOFR, Daily Simple S▇▇▇▇ or S▇▇▇▇, the Administrative Agent will have the right, with the consent of TMCC to make Conforming Changes from time to time and, notwithstanding anything to the contrary 36 Toyota - 364 Day Credit Agreement herein, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement. The Administrative Agent will promptly notify the Borrowers and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR, Daily Simple S▇▇▇▇ or S▇▇▇▇.
Appears in 1 contract
Sources: 364 Day Credit Agreement (Toyota Motor Credit Corp)
Borrowings, Conversions and Continuations of Committed Loans. (a) Interest Rate Elections.
(i) Domestic Committed Loans made to the Domestic Borrowers or to the Foreign Borrower shall be either Domestic Prime Rate Loans or LIBOR Rate Loans, as the Parent, on behalf of the Domestic Borrowers or the Foreign Borrower, may request subject to and in accordance with this Section 2.02; provided that all Domestic Committed Loans made in Euros shall solely be Euribor Rate Loans and all Domestic Loans made in Pounds Sterling shall be LIBOR Rate Loans. All Swing Line Loans made to the Domestic Borrowers or the Foreign Borrower shall be only made in Dollars and shall be only Domestic Prime Rate Loans.
(ii) Canadian Committed Loans made to the Canadian Borrower shall be either Canadian Prime Rate Loans or BA Equivalent Loans (if made in CD$), LIBOR Rate Loans or US Index Rate Loans (if in Dollars) or LIBOR Rate Loans (if in Pounds Sterling), as the Canadian Borrower may request subject to and in accordance with this Section 2.02, and Canadian Committed Loans made to the Foreign Borrower shall be either Euribor Rate Loans (if in Euros) or LIBOR Rate Loans (if in Pounds Sterling), as the Foreign Borrower may request subject to and in accordance with this Section 2.02. All Swing Line Loans made to the Canadian Borrower or the Foreign Borrower shall be made only in CD$ or Dollars and shall be only Canadian Prime Rate Loans or U.S. Index Rate Loans, as applicable.
(iii) Subject to the other provisions of this Section 2.02, Committed Borrowings of more than one Type may be incurred at the same time.
(b) Each Committed Borrowing, each conversion of a Committed Loans Loan from one Type to the otheranother, and each continuation of Eurocurrency Rate Loans or continuation of Tranche C Loans shall be made upon the applicable Borrower’s irrevocable notice of the Parent on behalf of the Domestic Borrowers, by the Canadian Borrower or by Foreign Borrower, as applicable, to the Administrative Agent (or the Canadian Sub-Agent, in the case of Tranche B, or Australian Sub-Agent, in the case of Tranche C)as applicable, which may be given by telephone. Each such notice must be received by the Applicable Administrative Agent or the Canadian Agent not later than 10:00 11:00 a.m. (Pacific time) in the case of Tranche A Loans, 9:00 a.m. (Pacific time) in the case of Tranche B Loans, and 9:00 a.m. (Pacific time) in the case of Tranche C Loans, (i) three (3) Business Days prior to the requested date of any Committed Borrowing of, conversion to of or continuation of Eurocurrency Euribor Rate Loans, LIBOR Rate Loans denominated in US Dollars or BA Equivalent Loans or of any conversion of Base Rate any such Loans to Eurocurrency Rate Loans denominated in US Dollarsof a different Type, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency4) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, (iii) four Business Days prior to the requested date of any Committed Borrowing to be made in an Optional Currency of, conversion to, or continuation of Tranche C Euribor Rate Loans, LIBOR Rate Loans or BA Equivalent Loans in an Optional Currency or of any conversion of any such Loans to Loans of a different Type, and (iviii) on the requested date of any Committed Borrowing of, or conversion of Eurocurrency Rate Loans to, Base Rate Committed Loans, (v) on the requested date of any Borrowing of Canadian Prime Rate Loans, Domestic Prime Rate Loans and (vi) as set forth in Section 2.15(a) for Bankers’ Acceptances, Drafts or BA Equivalent NotesUS Index Rate Loans. Each telephonic notice by a Borrower pursuant to this Section 2.2(a2.02(b) must be confirmed promptly by delivery to the Applicable Administrative Agent or the Canadian Agent, as applicable, of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Parent, the Canadian Borrower or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable AgentForeign Borrower, as applicable. Except as otherwise provided in Section 2.15(a), each Each Committed Borrowing of, conversion to or continuation of LIBOR Rate Loans, Euribor Rate Loans or BA Equivalent Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans, in a principal amount of US$50,000,000 $1,000,000 or a whole multiple of US$$1,000,000 in excess thereof (or the Dollar Equivalent Amount thereof); . Except as provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or any other amount (or meeting any other criterionSections 2.03(c) as at any time ensures that it does not qualify as attracting funds from the “public” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezichtand 2.04(c), (y) for Tranche B each Committed Borrowing of or conversion to Canadian Prime Rate Loans denominated in Canadian Dollars, U.S. Index Rate Loans, or Domestic Prime Rate Loans, as applicable, shall be in a principal amount of CDN$5,000,000 $500,000 or integral multiples a whole multiple of CDN$1,000,000 $100,000 in excess thereof or (z) for Tranche C Loans, in a principal amount of A$5,000,000 or integral multiples of A$1,000,000 in excess the Equivalent Amount thereof). Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the applicable Borrower request is requesting for a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurocurrency LIBOR Rate Loans Loans, BA Equivalent Loans, or Tranche C Euribor Rate Loans, (ii) the requested date of the Committed Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) whether such Committed Loan is to be made in Dollars, Canadian Dollars or another Optional Currency, and (vi) if applicable, the duration of the Interest Period with respect thereto and thereto, provided that any request for Optional Currency shall comply with the provisions of Section 2.02(b) hereof. If (vix) the currency of the Committed Loans to be borrowed. If any Borrower (other than TFA) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in US Dollars. If any Borrower (other than TFA) request fails to specify a Type of Committed Loan in a Committed Loan Notice or the currency in which such Committed Loan is to be made or if such Borrower the Parent, the Canadian Borrower, or the Foreign Borrower, as the case may be, fails to give a timely notice requesting of a conversion or continuationcontinuation of a LIBOR Rate Loan, Euribor Rate Loan, or a BA Equivalent Loan, then the applicable Committed Loans shall be made as, or converted to, (x) Domestic Prime Rate Loans made in the case of Loans denominated in Canadian Dollars, Dollars or Canadian Prime Rate Loans or (y) made in the case of Loans denominated in a currency other than Canadian DollarsCD$, Base Rate Loans in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian Dollars, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one monthapplicable. Any such automatic conversion to Base Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency LIBOR Rate Loans. If the applicable Borrower requests a Borrowing of, conversion toEuribor Rate Loan or BA Equivalent Loans, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but (y) fails to specify an Interest PeriodPeriod for a LIBOR Rate Loan, Euribor Rate Loan, or a BA Equivalent Loan, it will be deemed to have specified an Interest Period of one month. If TFA requests Notwithstanding anything to the contrary herein, a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Swing Line Loan may not be converted into to a LIBOR Rate Loan, Euribor Rate Loan or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currencyBA Equivalent Loan.
(bc) Following receipt of a Committed Loan Notice, the Administrative Agent Agents shall promptly notify each appropriate Domestic Lender or Canadian Lender, as the case may be, of the contents thereof and the amount (and currency) of its Pro Rata Share Applicable Percentage of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Parent, on behalf of the Domestic Borrower or by the Canadian Borrower or by the Foreign Borrower, the Administrative Agent Agents shall notify each appropriate Lender of the details of any automatic conversion to Base Prime Rate Loans or continuation of Committed Loans denominated in a currency other than US Dollars, in each case as described in the preceding subsectionSection 2.02(b). In the case of a Committed Borrowing, Each Domestic Lender and each Tranche A Canadian Lender shall make the amount of its applicable Committed Loan available to the Administrative Agent, each Tranche B Lender shall make the amount of its Committed Loan available to Agent or the Canadian Sub-Agent and each Tranche C Lender shall make the amount of its Committed Loan available to the Australian Sub-Agent, in Same Day Funds at the Administrative Agent’s Office for the applicable currency, the office of the Canadian Sub-Agent located in Montreal, Canada, or the Australian Sub-Agent’s Office, as the case may be, in immediately available funds at the applicable Agent’s Office not later than 1:00 p.m. on the Business Day specified, in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency or Australian Dollars, in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.24.02 (and, if such Committed Borrowing is the initial Credit Extension, Section 4.01), the Applicable applicable Agent shall use reasonable efforts to make all funds so received available to the applicable Borrower Borrowers in like funds as received by no later than 4:00 p.m. on the day of receipt by the Administrative applicable Agent, the Canadian Sub-Agent or the Australian Sub-Agent either by (i) crediting either the account of such the Parent, the Canadian Borrower or the Foreign Borrower, as applicable, on the books of BNP Paribas Bank of America or Bank of America-Canada Branch, as applicable, with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agentapplicable Agent by the Parent, the Canadian Sub-Borrower or by the Foreign Borrower; provided, however, that (A) if, on the date a Committed Loan Notice with respect to a Canadian Committed Borrowing is given by the Canadian Borrower or the Foreign Borrower, as applicable, there are Canadian L/C Borrowings outstanding, then the proceeds of such Canadian Committed Borrowing, first, shall be applied to the payment in full of any such Canadian L/C Borrowings, and second, shall be made available to the Canadian Borrower or the Foreign Borrower as provided above; or (B) if, on the date a Committed Loan Notice with respect to a Domestic Committed Borrowing is given by the Parent on behalf of the Domestic Borrowers or the Foreign Borrower, there are Domestic L/C Borrowings outstanding, then the proceeds of such Domestic Committed Borrowing, first, shall be applied to the payment in full of any such Domestic L/C Borrowings, and second, shall be made available to the Domestic Borrowers or the Foreign Borrower as provided above.
(d) In the event that any Borrower fails to pay any interest, fee, service charge, Credit Party Expenses, or other payment to which any Lender or any Agent is entitled from the such Borrower pursuant hereto when due, or at any time after the occurrence and during the continuance of a Trigger Event, the applicable Agent, without the request of any Loan Party, may advance such interest, fee, service charge, Credit Party Expenses, or other payment to which any Lender or any Agent is entitled from the applicable Borrower pursuant hereto or any other Loan Document and may charge the same to the Loan Account with respect to the Domestic Credit Extensions or Canadian Credit Extensions, as applicable, notwithstanding that a Domestic Overadvance or a Canadian Overadvance may result thereby. The Agents shall advise the Parent of any such advance or charge by the Administrative Agent promptly after the making thereof, and the Canadian Agent shall advise the Canadian Borrower of any such advance or charge by the Canadian Agent promptly after the making thereof. Such action on the part of the Administrative Agent or the Australian Sub-Canadian Agent by such Borrowershall not constitute a waiver of the applicable Credit Party’s rights and the applicable Borrowers’ obligations under Section 2.05(c). Any amount which is added to the principal balance of the applicable Loan Account as provided in this Section 2.02(c) shall be deemed to be a Domestic Prime Rate Loan or a Canadian Prime Rate Loan, as applicable.
(ce) Except as otherwise provided herein, a Eurocurrency LIBOR Rate Loan, a Euribor Rate Loan or a BA Equivalent Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan. During the existence of an Event of Default, no Loans may be requested as, converted to or continued as Eurocurrency LIBOR Rate Loans, Euribor Rate Loans (whether in US Dollars or any Alternative Currency) BA Equivalent Loans without the consent Consent of the applicable Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. Except as otherwise provided herein, a Tranche C Loan may be continued only on the last day of an Interest Period for such Tranche C Loan.
(df) The Administrative applicable Agent shall promptly notify the applicable Parent, the Canadian Borrower, the Foreign Borrower and the appropriate applicable Lenders of the interest rate applicable to any Interest Period for Eurocurrency Euribor Rate Loans, BA Equivalent Loans, or LIBOR Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. The Australian Sub-Agent shall promptly notify TFA and the appropriate Lenders of the interest rate applicable to any Interest Period for Tranche C Loans upon determination of such interest rate. The determination of the Bank ▇▇▇▇ Rate by the Australian Sub-Agent shall be conclusive in the absence of manifest error. At any time that Base Prime Rate Loans are outstanding, the Administrative applicable Agent shall promptly notify the applicable Parent, the Canadian Borrower, the Foreign Borrower and the appropriate applicable Lenders of any change in BNP Paribas’s prime rate used in determining the Base U.S. Prime Rate, US Index Rate or Canadian Prime Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Sub-Agent shall notify TCCI and the Tranche B Lenders of any change in the Canadian Prime Rate promptly following the public announcement of a change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Bank.
(eg) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to another in accordance with the otherterms hereof, and all continuations of Committed Loans as the same Type, there shall not be more than fifteen five (155) Interest Periods in effect with respect to Domestic Committed Loans and not be more than five (5) Interest Periods in effect with respect to Canadian Committed Loans.
(fh) Each Lender at its option may None of the Agents, the Lenders, or the L/C Issuer shall have any obligation to make any Loans by causing Loan or to provide any domestic Letter of Credit if an Overadvance would result. The Administrative Agent may, in its discretion, make Permitted Domestic Overadvances without the consent of any Lender or foreign branch any L/C Issuer and each Domestic Lender shall be bound thereby. The Canadian Agent may, in its discretion, make Permitted Canadian Overadvances without the consent of any Lender, or Affiliate any L/C Issuer and each Canadian Lender shall be bound thereby. Any Permitted Overadvance may constitute a Swing Line Loan and shall bear interest at the U.S. Prime Rate or the Canadian Prime Rate, as applicable. All Permitted Overadvance are for the account of the applicable Borrowers and shall be repaid on demand. The making of any such Permitted Overadvance on any one occasion shall not obligate any Agent or any Lender to make or permit any Permitted Overadvance on any other occasion or to permit such Loans; provided that Permitted Overadvances to remain outstanding. The making by any exercise Agent of such option a Permitted Overadvance shall not affect the obligation modify or abrogate any of the applicable Borrower provisions of Section 2.03 regarding the Lenders’ obligations to repay purchase participations with respect to Letters of Credit or of Section 2.04 regarding the Lenders’ obligations to purchase participations with respect to Swing Line Loans. Neither the Administrative Agent nor the Canadian Agent shall have any liability for, and no Loan Party or Credit Party shall have the right to, or shall, bring any claim of any kind whatsoever against the Administrative Agent or the Canadian Agent with respect to Unintentional Overadvances regardless of the amount of any such Loans in accordance with the terms of this Agreement and provided further that any exercise of such option shall not increase the Borrower’s obligations under Section 3.1 or Section 3.4Overadvance(s).
Appears in 1 contract
Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurocurrency Term Rate Loans or continuation of Tranche C Loans shall be made upon the applicable Borrower’s irrevocable notice to the Administrative Agent (or Canadian Sub-Agent, in the case of Tranche B, or Australian Sub-Agent, in the case of Tranche C), which may be given by telephone. Each such notice must be received by the Applicable Agent not later than 10:00 a.m. 12:00 noon (Pacific Central time) in the case of Tranche A Loans, 9:00 11:00 a.m. (Pacific Central time) in the case of Tranche B Loans, and 9:00 11:00 a.m. (Pacific Central time) in the case of Tranche C Loans, (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Term Rate Loans denominated in US Dollars or of any conversion of Base Rate Loans to Eurocurrency Term Rate Loans denominated in US Dollars, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Term Rate Loans denominated in Alternative CurrenciesCurrencies or S▇▇▇▇ ▇▇▇▇▇, (iii) four Business Days prior to the requested date of any Borrowing or continuation of Tranche C Loans, (iv) on the requested date of any Borrowing of, or conversion of Eurocurrency Term Rate Loans to, denominated in US Dollars to Base Rate Committed Loans, and (v) on the requested date of any Borrowing of Canadian Prime Rate Loans and (vi) as set forth in Section 2.15(a) for Bankers’ Acceptances, Drafts or BA Equivalent NotesLoans. Each telephonic notice by a Borrower pursuant to this Section 2.2(a) must be confirmed promptly by delivery to the Applicable Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable Agent. Except as otherwise provided in Section 2.15(a), each Each Borrowing of, conversion to or continuation of Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans, in a principal amount of US$50,000,000 or a whole multiple of US$1,000,000 in excess thereof (or the Dollar Equivalent thereof); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or any other amount (or meeting any other criterion) as at any time ensures that it does not qualify as attracting funds from the “public” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y) for Tranche B Loans denominated in Canadian Dollars, in a principal amount of CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in a principal amount of A$5,000,000 or integral multiples of A$1,000,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the applicable Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurocurrency Term Rate Loans or Tranche C Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the currency of the Committed Loans to be borrowed. If any Borrower (other than TFAthe Tranche C Borrower) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in US Dollars. If any Borrower (other than TFAthe Tranche C Borrower) fails to specify a Type of Committed Loan (other than for Loans denominated in Sterling) in a Committed Loan Notice or if such Borrower fails to give a timely notice requesting a conversion or continuationcontinuation of a Term Rate Loan, then the applicable Committed Loans shall be made as, or converted to, (xw) in the case of Committed Loans for Tranche B denominated in Canadian Dollars, Canadian Prime Rate Loans, (x) in the case of Committed Loans or for Tranche A denominated in Canadian Dollars, Term Rate Loans in Canadian Dollars with an Interest Period of one month, (y) in the case of Committed Loans denominated in a currency other than Canadian US Dollars, Base Rate Loans in an amount being the Dollar Equivalent of such Loans; provided, however, that and (z) in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian DollarsEuro, such Loans shall be continued as Eurocurrency Term Rate Loans in their original currency Euro with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Term Rate Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Term Rate Loans denominated in US Dollars, Canadian Dollars or Euro in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If TFA the Tranche C Borrower requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Other than as expressly provided in this Agreement, no Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency. Notwithstanding the foregoing, if after giving effect to the making of any Tranche A Loans, Tranche B Loans or Tranche C Loans, the Unused Tranche A Commitment would be less than or equal to the Dollar Equivalent of EUR 300,000,000 (as determined by the Administrative Agent), then, only to the extent TKG has not borrowed EUR 300,000,000 as of the date such Loan is to be made, such Loans shall not be made without the consent of TKG (which consent may be waived only by TKG).
(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each appropriate Lender of the contents thereof and the amount (and currency) of its Pro Rata Share of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Administrative Agent shall notify each appropriate Lender of the details of any automatic conversion to Base Rate Loans or conversion or continuation of Committed Loans denominated in a currency other than US Dollars, Canadian Dollars or Euro, in each case as described in the preceding subsection. In the case of a Committed Borrowing, each Tranche A Lender shall make the amount of its Committed Loan available to the Administrative Agent, each Tranche B Lender shall make the amount of its Committed Loan available to the Canadian Sub-Administrative Agent and each Tranche C Lender shall make the amount of its Committed Loan available to the Australian Sub-Agent, in Same Day Funds at the Administrative Agent’s Office for the applicable currency, the office of the Canadian Sub-Agent located in Montreal, Canada, currency or the Australian Sub-Agent’s Office, as the case may be, not later than 1:00 p.m. on the Business Day specified, in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency or Australian Dollars, in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.2, the Applicable Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent either by (i) crediting the account of such Borrower on the books of BNP Paribas with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent by such Borrower.
(c) Except as otherwise provided herein, a Eurocurrency Term Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Term Rate Loan. During the existence of an Event of DefaultDefault under Section 7.1(a) or Section 7.1(f), no Loans may be requested as, converted to or continued as Eurocurrency Term Rate Loans (whether in US Dollars or any Alternative Currency) without the consent of the applicable Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Term Rate Loans denominated in an Alternative Currency Euro or Term Rate Loans denominated in Canadian Dollars be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. Except as otherwise provided herein, a Tranche C Loan may be continued only on the last day of an Interest Period for such Tranche C Loan.
(d) The Administrative Agent shall promptly notify the applicable Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Eurocurrency Term Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Term Rate by the Administrative Agent shall be conclusive in the absence of manifest error. The Australian Sub-Agent shall promptly notify TFA the Tranche C Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Tranche C Loans upon determination of such interest rate. The determination of the Bank ▇▇▇▇ Bill Rate by the Australian Sub-Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the applicable Borrower and the appropriate Lenders of any change in BNP Paribas’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Sub-Administrative Agent shall notify TCCI and the Tranche B Lenders of any change in the Canadian Prime Rate promptly following the public announcement of a change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Bank.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than fifteen (15) Interest Periods in effect with respect to Committed Loans.
(f) Each Lender at its option may make any Loans by causing any domestic or foreign branch or Affiliate of such Lender to make such Loans; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loans in accordance with the terms of this Agreement and provided further that any exercise of such option shall not increase the Borrower’s obligations under Section 3.1 or Section 3.4.
(g) In connection with the use or administration of Term SOFR, Daily Simple S▇▇▇▇ or S▇▇▇▇, the Administrative Agent will have the right, with the consent of TMCC to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement. The Administrative Agent will promptly notify the Borrowers and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR, Daily Simple S▇▇▇▇ or S▇▇▇▇.
Appears in 1 contract
Sources: 364 Day Credit Agreement (Toyota Motor Credit Corp)
Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurocurrency Term Rate Loans or continuation of Tranche C Loans shall be made upon the applicable Borrower’s irrevocable notice to the Administrative Agent (or Canadian Sub-Agent, in the case of Tranche B, or Australian Sub-Agent, in the case of Tranche C), which may be given by telephone. Each such notice must be received by the Applicable Agent not later than 10:00 a.m. 12:00 noon (Pacific Central time) in the case of Tranche A Loans, 9:00 11:00 a.m. (Pacific Central time) in the case of Tranche B Loans, and 9:00 11:00 a.m. (Pacific Central time) in the case of Tranche C Loans, (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Term Rate Loans denominated in US Dollars or of any conversion of Base Rate Loans to Eurocurrency Term Rate Loans denominated in US Dollars, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Term Rate Loans denominated in Alternative CurrenciesCurrencies or S▇▇▇▇ ▇▇▇▇▇, (iii) four Business Days prior to the requested date of any Borrowing or continuation of Tranche C Loans, (iv) on the requested date of any Borrowing of, or conversion of Eurocurrency Term Rate Loans to, denominated in US Dollars to Base Rate Committed Loans, and (v) on the requested date of any Borrowing of Canadian Prime Rate Loans and (vi) as set forth in Section 2.15(a) for Bankers’ Acceptances, Drafts or BA Equivalent NotesLoans. Each telephonic notice by a Borrower pursuant to this Section 2.2(a) must be confirmed promptly by delivery to the Applicable Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable Agent. Except as otherwise provided in Section 2.15(a), each Each Borrowing of, conversion to or continuation of Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans, in a principal amount of US$50,000,000 or a whole multiple of US$1,000,000 in excess thereof (or the Dollar Equivalent thereof); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or any other amount (or meeting any other criterion) as at any time ensures that it does not qualify as attracting funds from the “public” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y) for Tranche B Loans denominated in Canadian Dollars, in a principal amount of CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in a principal amount of A$5,000,000 or integral multiples of A$1,000,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the applicable Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurocurrency Term Rate Loans or Tranche C Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the currency of the Committed Loans to be borrowed. If any Borrower (other than TFA) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in US Dollars. If any Borrower (other than TFA) fails to specify a Type of Committed Loan in a Committed Loan Notice or if such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, (x) in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Canadian Dollars, Base Rate Loans in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian Dollars, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If TFA requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.
(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each appropriate Lender of the contents thereof and the amount (and currency) of its Pro Rata Share of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Administrative Agent shall notify each appropriate Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other than US Dollars, in each case as described in the preceding subsection. In the case of a Committed Borrowing, each Tranche A Lender shall make the amount of its Committed Loan available to the Administrative Agent, each Tranche B Lender shall make the amount of its Committed Loan available to the Canadian Sub-Agent and each Tranche C Lender shall make the amount of its Committed Loan available to the Australian Sub-Agent, in Same Day Funds at the Administrative Agent’s Office for the applicable currency, the office of the Canadian Sub-Agent located in Montreal, Canada, or the Australian Sub-Agent’s Office, as the case may be, not later than 1:00 p.m. on the Business Day specified, in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency or Australian Dollars, in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.2, the Applicable Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent either by (i) crediting the account of such Borrower on the books of BNP Paribas with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent by such Borrower.
(c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan. During the existence of an Event of Default, no Loans may be requested as, converted to or continued as Eurocurrency Rate Loans (whether in US Dollars or any Alternative Currency) without the consent of the applicable Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. Except as otherwise provided herein, a Tranche C Loan may be continued only on the last day of an Interest Period for such Tranche C Loan.
(d) The Administrative Agent shall promptly notify the applicable Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. The Australian Sub-Agent shall promptly notify TFA and the appropriate Lenders of the interest rate applicable to any Interest Period for Tranche C Loans upon determination of such interest rate. The determination of the Bank ▇▇▇▇ Rate by the Australian Sub-Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the applicable Borrower and the appropriate Lenders of any change in BNP Paribas’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Sub-Agent shall notify TCCI and the Tranche B Lenders of any change in the Canadian Prime Rate promptly following the public announcement of a change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Bank.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than fifteen (15) Interest Periods in effect with respect to Committed Loans.
(f) Each Lender at its option may make any Loans by causing any domestic or foreign branch or Affiliate of such Lender to make such Loans; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loans in accordance with the terms of this Agreement and provided further that any exercise of such option shall not increase the Borrower’s obligations under Section 3.1 or Section 3.4.,
Appears in 1 contract
Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans or continuation of Tranche C Loans shall be made upon the applicable Borrower’s irrevocable notice to the Administrative Agent (or Canadian Sub-Agent, in the case of Tranche B, or Australian Sub-Agent, in the case of Tranche C), which may be given by telephone. Each such notice must be received by the Applicable Administrative Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 a.m. (Pacific time) in the case of Tranche A Loans, Loans and 9:00 a.m. (Pacific time) in the case of Tranche B Loans, and 9:00 a.m. (Pacific time) in the case of Tranche C Loans, (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated in US Dollars or of any conversion of Base Rate Loans to Eurocurrency Rate Loans denominated in US Dollars, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, (iii) four Business Days prior to the requested date of any Borrowing or continuation of Tranche C Loans, (iv) on the requested date of any Borrowing of, or conversion of Eurocurrency Rate Loans to, Base Rate Committed Loans, (viv) on the requested date of any Borrowing of Canadian Prime Rate Loans and (viv) as set forth in Section 2.15(a) for Bankers’ Acceptances, Drafts Acceptances or BA Equivalent Notes. Each telephonic notice by a Borrower pursuant to this Section 2.2(a) must be confirmed promptly by delivery to the Applicable Administrative Agent or Canadian Sub-Agent, as applicable, of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable Administrative Agent or Canadian Sub-Agent, as applicable. Except as otherwise provided in Section 2.15(a), each Borrowing of, conversion to or continuation of Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C LoansDollars, in a principal amount of US$50,000,000 or a whole multiple of US$1,000,000 in excess thereof (or the Dollar Equivalent thereof); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or any other amount (or meeting any other criterion) as at any time ensures that it does not qualify as attracting funds from set forth in the definition of “publicprofessional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht), ) or (y) for Tranche B Loans denominated in Canadian Dollars, in a principal amount of CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in a principal amount of A$5,000,000 or integral multiples of A$1,000,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the applicable Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans or Tranche C Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the currency of the Committed Loans to be borrowed. If any Borrower (other than TFA) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in US Dollars. If any Borrower (other than TFA) fails to specify a Type of Committed Loan in a Committed Loan Notice or if such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, (x) in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Canadian Dollars, Base Rate Loans in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian Dollars, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If TFA requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency. Notwithstanding the foregoing, if after giving effect to the making of any Tranche A Loans or Tranche B Loans the Unused Tranche A Commitment would be less than or equal to the Dollar Equivalent of EUR 300,000,000 (as determined by the Administrative Agent), then, only to the extent TKG has not borrowed EUR 300,000,000 as of the date such Loan is to be made, such Loans shall not be made without the consent of TKG (which consent may be waived only by TKG).
(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each appropriate Lender of the contents thereof and the amount (and currency) of its Pro Rata Share of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Administrative Agent shall notify each appropriate Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other than US Dollars, in each case as described in the preceding subsection. In the case of a Committed Borrowing, each Tranche A Lender shall make the amount of its Committed Loan available to the Administrative Agent, and each Tranche B Lender shall make the amount of its Committed Loan available to the Canadian Sub-Agent and each Tranche C Lender shall make the amount of its Committed Loan available to the Australian Sub-Agent, in Same Day Funds at the Administrative Agent’s Office for the applicable currency, currency or the office of the Canadian Sub-Agent located in Montreal, Canada, or the Australian Sub-Agent’s Office, as the case may be, not later than 1:00 p.m. on the Business Day specified, in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency or Australian DollarsCurrency, in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.2, the Applicable Administrative Agent or the Canadian Sub-Agent, as the case may be, shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent, the Canadian Sub-Agent or the Australian Canadian Sub-Agent either by (i) crediting the account of such Borrower on the books of BNP Paribas with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent, the Canadian Sub-Agent or the Australian Canadian Sub-Agent by such Borrower.
(c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan. During the existence of an Event of Default, no Loans may be requested as, converted to or continued as Eurocurrency Rate Loans (whether in US Dollars or any Alternative Currency) without the consent of the applicable Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. Except as otherwise provided herein, a Tranche C Loan may be continued only on the last day of an Interest Period for such Tranche C Loan.
(d) The Administrative Agent shall promptly notify the applicable Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. The Australian Sub-Agent shall promptly notify TFA and the appropriate Lenders of the interest rate applicable to any Interest Period for Tranche C Loans upon determination of such interest rate. The determination of the Bank ▇▇▇▇ Rate by the Australian Sub-Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the applicable Borrower and the appropriate Lenders of any change in BNP Paribas’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Sub-Agent shall notify TCCI and the Tranche B Lenders of any change in the Canadian Prime Rate promptly following the public announcement of a change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Bank.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than fifteen (15) Interest Periods in effect with respect to Committed Loans.
(f) Each Lender at its option may make any Loans Advances by causing any domestic or foreign branch or Affiliate of such Lender to make such Loans; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loans in accordance with the terms of this Agreement and provided further that any exercise of such option shall not increase the Borrower’s obligations under Section 3.1 or Section 3.4.
Appears in 1 contract
Sources: 364 Day Credit Agreement (Toyota Motor Credit Corp)
Borrowings, Conversions and Continuations of Committed Loans. (a) The Domestic Borrower may request Committed Domestic Loans by notice to the Domestic Administrative Agent, and the Canadian Borrower may request Committed Canadian Loans by notice to the Canadian Administrative Agent, all as provided below. Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurocurrency Rate Committed Loans or continuation of Tranche C Loans as the same Type shall be made upon the applicable Borrower’s 's irrevocable notice to the applicable Administrative Agent (or Canadian Sub-Agent, in the case of Tranche B, or Australian Sub-Agent, in the case of Tranche C), which may be given by telephone. Each such notice must be received by the Applicable applicable Administrative Agent not later than 10:00 a.m. (Pacific time) in the case of Tranche A Loans, 9:00 a.m. (Pacific time) in the case of Tranche B Loans, and 9:00 a.m. (Pacific time) in the case of Tranche C Loans, 9:30 a.m.
(i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Eurodollar Rate Committed Loans denominated in US Dollars or of any conversion of Base Eurodollar Rate Committed Loans to Eurocurrency Rate Loans denominated in US Dollars, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, (iii) four Business Days prior to the requested date of any Borrowing or continuation of Tranche C Loans, (iv) on the requested date of any Borrowing of, or conversion of Eurocurrency Rate Loans to, Base Rate Committed Loans, and (vii) on the requested date of any Borrowing of Canadian Prime Base Rate Loans and (vi) as set forth in Section 2.15(a) for Bankers’ Acceptances, Drafts or BA Equivalent NotesCommitted Loans. Each such telephonic notice by a Borrower pursuant to this Section 2.2(a) must be confirmed promptly by delivery to the Applicable applicable Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable Agentapplicable Borrower. Except as otherwise provided in Section 2.15(a), each Each Committed Borrowing of, conversion to or continuation of Eurodollar Rate Committed Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans, in a principal amount of US$50,000,000 $5,000,000 or a whole multiple of US$$1,000,000 in excess thereof (thereof. Each Committed Borrowing of or the Dollar Equivalent thereof); provided that, in the case of TMFNL, such amount conversion to Base Rate Committed Loans shall not be less than the Dollar Equivalent of EUR100,000 or any other amount (or meeting any other criterion) as at any time ensures that it does not qualify as attracting funds from the “public” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y) for Tranche B Loans denominated in Canadian Dollars, in a principal amount of CDN$5,000,000 $500,000 or integral multiples a whole multiple of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in a principal amount of A$5,000,000 or integral multiples of A$1,000,000 $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the applicable Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurocurrency Eurodollar Rate Loans or Tranche C Committed Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the currency of the Committed Loans to be borrowedthereto. If any the applicable Borrower (other than TFA) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in US Dollars. If any Borrower (other than TFA) fails to specify a Type of Committed Loan in a Committed Loan Notice or if such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, (x) in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Canadian Dollars, Base Rate Loans in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian Dollars, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Eurodollar Rate Committed Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Eurodollar Rate Committed Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If TFA requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.
(b) Following receipt of a Committed Loan Notice, the applicable Administrative Agent shall promptly notify each appropriate applicable Lender of the contents thereof and the amount (and currency) of its Pro Rata Share of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the such Administrative Agent shall notify each appropriate such Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other than US Dollars, in each case as described in the preceding subsection. In the case of a Committed Borrowing, each Tranche A applicable Lender shall make the amount of its Committed Loan available to the applicable Administrative Agent in immediately available funds at the applicable Administrative Agent, each Tranche B Lender shall make the amount of its Committed Loan available to the Canadian Sub-Agent and each Tranche C Lender shall make the amount of its Committed Loan available to the Australian Sub-Agent, in Same Day Funds at the Administrative Agent’s 's Office for the applicable currency, the office of the Canadian Sub-Agent located in Montreal, Canada, or the Australian Sub-Agent’s Office, as the case may be, not later than 1:00 p.m. on the Business Day specified, in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency or Australian Dollars, in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.2, the Applicable Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent either by (i) crediting the account of such Borrower on the books of BNP Paribas with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent by such Borrower.
(c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan. During the existence of an Event of Default, no Loans may be requested as, converted to or continued as Eurocurrency Rate Loans (whether in US Dollars or any Alternative Currency) without the consent of the applicable Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. Except as otherwise provided herein, a Tranche C Loan may be continued only on the last day of an Interest Period for such Tranche C Loan.
(d) The Administrative Agent shall promptly notify the applicable Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. The Australian Sub-Agent shall promptly notify TFA and the appropriate Lenders of the interest rate applicable to any Interest Period for Tranche C Loans upon determination of such interest rate. The determination of the Bank ▇▇▇▇ Rate by the Australian Sub-Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the applicable Borrower and the appropriate Lenders of any change in BNP Paribas’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Sub-Agent shall notify TCCI and the Tranche B Lenders of any change in the Canadian Prime Rate promptly following the public announcement of a change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Bank.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than fifteen (15) Interest Periods in effect with respect to Committed Loans.
(f) Each Lender at its option may make any Loans by causing any domestic or foreign branch or Affiliate of such Lender to make such Loans; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loans in accordance with the terms of this Agreement and provided further that any exercise of such option shall not increase the Borrower’s obligations under Section 3.1 or Section 3.4.11:00 a.
Appears in 1 contract
Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurocurrency Term Rate Loans or continuation of Tranche C Loans shall be made upon the applicable Borrower’s irrevocable notice to the Administrative Agent (or Canadian Sub-Agent, in the case of Tranche B, or Australian Sub-Agent, in the case of Tranche C), which may be given by telephone. Each such notice must be received by the Applicable Agent not later than 10:00 a.m. 12:00 noon (Pacific Central time) in the case of Tranche A Loans, 9:00 11:00 a.m. (Pacific Central time) in the case of Tranche B Loans, and 9:00 11:00 a.m. (Pacific Central time) in the case of Tranche C Loans, (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Term Rate Loans denominated in US Dollars or of any conversion of Base Rate Loans to Eurocurrency Term Rate Loans denominated in US Dollars, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Term Rate Loans denominated in Alternative CurrenciesCurrencies or S▇▇▇▇ Loans, (iii) four Business Days prior to the requested date of any Borrowing or continuation of Tranche C Loans, (iv) on the requested date of any Borrowing of, or conversion of Eurocurrency Term Rate Loans to, denominated in US Dollars to Base Rate Committed Loans, and (v) on the requested date of any Borrowing of Canadian Prime Rate Loans and (vi) as set forth in Section 2.15(a) for Bankers’ Acceptances, Drafts or BA Equivalent NotesLoans. Each telephonic notice by a Borrower pursuant to this Section 2.2(a) must be confirmed promptly by delivery to the Applicable Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable Agent. Except as otherwise provided in Section 2.15(a), each Each Borrowing of, conversion to or continuation of Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans, in a principal amount of US$50,000,000 or a whole multiple of US$1,000,000 in excess thereof (or the Dollar Equivalent thereof); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or any other amount (or meeting any other criterion) as at any time ensures that it does not qualify as attracting funds from the “public” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y) for Tranche B Loans denominated in Canadian Dollars, in a principal amount of CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in a principal amount of A$5,000,000 or integral multiples of A$1,000,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the applicable Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurocurrency Term Rate Loans or Tranche C Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the currency of the Committed Loans to be borrowed. If any Borrower (other than TFAthe Tranche C Borrower) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in US Dollars. If any Borrower (other than TFAthe Tranche C Borrower) fails to specify a Type of Committed Loan (other than for Loans denominated in Sterling) in a Committed Loan Notice or if such Borrower fails to give a timely notice requesting a conversion or continuationcontinuation of a Term Rate Loan, then the applicable Committed Loans shall be made as, or converted to, (xw) in the case of Committed Loans for Tranche B denominated in Canadian Dollars, Canadian Prime Rate Loans, (x) in the case of Committed Loans or for Tranche A denominated in Canadian Dollars, Term Rate Loans in Canadian Dollars with an Interest Period of one month, (y) in the case of Committed Loans denominated in a currency other than Canadian US Dollars, Base Rate Loans in an amount being the Dollar Equivalent of such Loans; provided, however, that and (z) in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian DollarsEuro, such Loans shall be continued as Eurocurrency Term Rate Loans in their original currency Euro with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Term Rate Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Term Rate Loans denominated in Canadian Dollars or Euro in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If TFA the Tranche C Borrower requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Other than as expressly provided in this Agreement, no Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.
(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each appropriate Lender of the contents thereof and the amount (and currency) of its Pro Rata Share of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Administrative Agent shall notify each appropriate Lender of the details of any automatic conversion to Base Rate Loans or conversion or continuation of Committed Loans denominated in a currency other than US DollarsCanadian Dollars or Euro, in each case as described in the preceding subsection. In the case of a Committed Borrowing, each Tranche A Lender shall make the amount of its Committed Loan available to the Administrative Agent, each Tranche B Lender shall make the amount of its Committed Loan available to the Canadian Sub-Administrative Agent and each Tranche C Lender shall make the amount of its Committed Loan available to the Australian Sub-Agent, in Same Day Funds at the Administrative Agent’s Office for the applicable currency, the office of the Canadian Sub-Agent located in Montreal, Canada, currency or the Australian Sub-Agent’s Office, as the case may be, not later than 1:00 p.m. on the Business Day specified, in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency or Australian Dollars, in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.2, the Applicable Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent either by (i) crediting the account of such Borrower on the books of BNP Paribas with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent by such Borrower.
(c) Except as otherwise provided herein, a Eurocurrency Term Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Term Rate Loan. During the existence of an Event of DefaultDefault under Section 7.1(a) or Section 7.1(f), no Loans may be requested as, converted to or continued as Eurocurrency Term Rate Loans (whether in US Dollars or any Alternative Currency) without the consent of the applicable Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Term Rate Loans denominated in an Alternative Currency Euro or Term Rate Loans denominated in Canadian Dollars be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. Except as otherwise provided herein, a Tranche C Loan may be continued only on the last day of an Interest Period for such Tranche C Loan.
(d) The Administrative Agent shall promptly notify the applicable Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Eurocurrency Term Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Term Rate by the Administrative Agent shall be conclusive in the absence of manifest error. The Australian Sub-Agent shall promptly notify TFA the Tranche C Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Tranche C Loans upon determination of such interest rate. The determination of the Bank ▇B▇▇▇ Rate by the Australian Sub-Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the applicable Borrower and the appropriate Lenders of any change in BNP Paribas’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Sub-Administrative Agent shall notify TCCI and the Tranche B Lenders of any change in the Canadian Prime Rate promptly following the public announcement of a change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Bank.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than fifteen (15) Interest Periods in effect with respect to Committed Loans.
(f) Each Lender at its option may make any Loans by causing any domestic or foreign branch or Affiliate of such Lender to make such Loans; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loans in accordance with the terms of this Agreement and provided further that any exercise of such option shall not increase the Borrower’s obligations under Section 3.1 or Section 3.4.
(g) In connection with the use or administration of Term SOFR, Daily Simple S▇▇▇▇ or S▇▇▇▇, the Administrative Agent will have the right, with the consent of TMCC to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement. The Administrative Agent will promptly notify the Borrowers and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR, Daily Simple S▇▇▇▇ or S▇▇▇▇.
Appears in 1 contract
Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans or continuation of Tranche C Loans shall be made upon the applicable Borrower’s irrevocable notice to the Administrative Agent (or Canadian Sub-Agent, in the case of Tranche B, or Australian Sub-Agent, in the case of Tranche C), which may be given by telephone. Each such notice must be received by the Applicable Administrative Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 a.m. (Pacific time) in the case of Tranche A Loans, Loans and 9:00 a.m. (Pacific time) in the case of Tranche B Loans, and 9:00 a.m. (Pacific time) in the case of Tranche C Loans, (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated in US Dollars or of any conversion of Base Rate Loans to Eurocurrency Rate Loans denominated in US Dollars, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, (iii) four Business Days prior to the requested date of any Borrowing or continuation of Tranche C Loans, (iv) on the requested date of any Borrowing of, or conversion of Eurocurrency Rate Loans to, Base Rate Committed Loans, (viv) on the requested date of any Borrowing of Canadian Prime Rate Loans and (viv) as set forth in Section 2.15(a) for Bankers’ Acceptances, Drafts Acceptances or BA Equivalent Notes. Each telephonic notice by a Borrower pursuant to this Section 2.2(a) must be confirmed promptly by delivery to the Applicable Administrative Agent or Canadian Sub-Agent, as applicable, of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable Administrative Agent or Canadian Sub-Agent, as applicable. Except as otherwise provided in Section 2.15(a), each Borrowing of, conversion to or continuation of Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C LoansDollars, in a principal amount of US$50,000,000 or a whole multiple of US$1,000,000 in excess thereof (or the Dollar Equivalent thereof); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or any other amount (or meeting any other criterion) as at any time ensures that it does not qualify as attracting funds from set forth in the definition of “publicprofessional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht), ) or (y) for Tranche B Loans denominated in Canadian Dollars, in a principal amount of CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in a principal amount of A$5,000,000 or integral multiples of A$1,000,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the applicable Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans or Tranche C Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the currency of the Committed Loans to be borrowed. If any Borrower (other than TFA) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in US Dollars. If any Borrower (other than TFA) fails to specify a Type of Committed Loan in a Committed Loan Notice or if such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, (x) in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Canadian Dollars, Base Rate Loans in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian Dollars, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If TFA requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency. Notwithstanding the foregoing, if after giving effect to the making of any Tranche A Loans or Tranche B Loans the Unused Tranche A Commitment would be less than or equal to the Dollar Equivalent of EUR 300,000,000 (as determined by the Administrative Agent), then, only to the extent TKG has not borrowed EUR 300,000,000 as of the date such Loan is to be made, such Loans shall not be made without the consent of TKG (which consent may be waived only by TKG).
(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each appropriate Lender of the contents thereof and the amount (and currency) of its Pro Rata Share of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Administrative Agent shall notify each appropriate Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other than US Dollars, in each case as described in the preceding subsection. In the case of a Committed Borrowing, each Tranche A Lender shall make the amount of its Committed Loan available to the Administrative Agent, and each Tranche B Lender shall make the amount of its Committed Loan available to the Canadian Sub-Agent and each Tranche C Lender shall make the amount of its Committed Loan available to the Australian Sub-Agent, in Same Day Funds at the Administrative Agent’s Office for the applicable currency, currency or the office of the Canadian Sub-Agent located in Montreal, Canada, or the Australian Sub-Agent’s Office, as the case may be, not later than 1:00 p.m. on the Business Day specified, in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency or Australian DollarsCurrency, in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.2, the Applicable Administrative Agent or the Canadian Sub-Agent, as the case may be, shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent, the Canadian Sub-Agent or the Australian Canadian Sub-Agent either by (i) crediting the account of such Borrower on the books of BNP Paribas with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent, the Canadian Sub-Agent or the Australian Canadian Sub-Agent by such Borrower.
(c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan. During the existence of an Event of Default, no Loans may be requested as, converted to or continued as Eurocurrency Rate Loans (whether in US Dollars or any Alternative Currency) without the consent of the applicable Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. Except as otherwise provided herein, a Tranche C Loan may be continued only on the last day of an Interest Period for such Tranche C Loan.
(d) The Administrative Agent shall promptly notify the applicable Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. The Australian Sub-Agent shall promptly notify TFA and the appropriate Lenders of the interest rate applicable to any Interest Period for Tranche C Loans upon determination of such interest rate. The determination of the Bank ▇▇▇▇ Rate by the Australian Sub-Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the applicable Borrower and the appropriate Lenders of any change in BNP Paribas’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Sub-Agent shall notify TCCI and the Tranche B Lenders of any change in the Canadian Prime Rate promptly following the public announcement of a change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Bank.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than fifteen (15) Interest Periods in effect with respect to Committed Loans.
(f) Each Lender at its option may make any Loans by causing any domestic or foreign branch or Affiliate of such Lender to make such Loans; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loans in accordance with the terms of this Agreement and provided further that any exercise of such option shall not increase the Borrower’s obligations under Section 3.1 or Section 3.4.
Appears in 1 contract
Sources: 364 Day Credit Agreement (Toyota Motor Credit Corp)
Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans or continuation of Tranche C Loans shall be made upon the applicable Borrower’s irrevocable notice to the Administrative Agent (or Canadian Sub-Agent, in the case of Tranche B, or Australian Sub-Agent, in the case of Tranche C), which may be given by telephone. Each such notice must be received by the Applicable Agent not later than 10:00 a.m. 12:00 noon (Pacific Central time) in the case of Tranche A Loans, 9:00 11:00 a.m. (Pacific Central time) in the case of Tranche B Loans, and 9:00 11:00 a.m. (Pacific Central time) in the case of Tranche C Loans, (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated in US Dollars or of any conversion of Base Rate Loans to Eurocurrency Rate Loans denominated in US Dollars, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, (iii) four Business Days prior to the requested date of any Borrowing or continuation of Tranche C Loans, (iv) on the requested date of any Borrowing of, or conversion of Eurocurrency Rate Loans to, Base Rate Committed Loans, and (v) on the requested date of any Borrowing of Canadian Prime Rate Loans and (vi) as set forth in Section 2.15(a) for Bankers’ Acceptances, Drafts or BA Equivalent NotesLoans. Each telephonic notice by a Borrower pursuant to this Section 2.2(a) must be confirmed promptly by delivery to the Applicable Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable Agent. Except as otherwise provided in Section 2.15(a), each Each Borrowing of, conversion to or continuation of Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans, in a principal amount of US$50,000,000 or a whole multiple of US$1,000,000 in excess thereof (or the Dollar Equivalent thereof); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or any other amount (or meeting any other criterion) as at any time ensures that it does not qualify as attracting funds from the “public” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y) for Tranche B Loans denominated in Canadian Dollars, in a principal amount of CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in a principal amount of A$5,000,000 or integral multiples of A$1,000,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the applicable Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans or Tranche C Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the currency of the Committed Loans to be borrowed. If any Borrower (other than TFAthe Tranche C Borrower) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in US Dollars. If any Borrower (other than TFAthe Tranche C Borrower) fails to specify a Type of Committed Loan in a Committed Loan Notice or if such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, (x) in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Canadian Dollars, Base Rate Loans in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian Dollars, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If TFA the Tranche C Borrower requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.
(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each appropriate Lender of the contents thereof and the amount (and currency) of its Pro Rata Share of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Administrative Agent shall notify each appropriate Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other than US Dollars, in each case as described in the preceding subsection. In the case of a Committed Borrowing, each Tranche A Lender shall make the amount of its Committed Loan available to the Administrative Agent, each Tranche B Lender shall make the amount of its Committed Loan available to the Canadian Sub-Agent and each Tranche C Lender shall make the amount of its Committed Loan available to the Australian Sub-Agent, in Same Day Funds at the Administrative Agent’s Office for the applicable currency, the office of the Canadian Sub-Agent located in Montreal, Canada, or the Australian Sub-Agent’s Office, as the case may be, not later than 1:00 p.m. on the Business Day specified, in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency or Australian Dollars, in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.2, the Applicable Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent either by (i) crediting the account of such Borrower on the books of BNP Paribas with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent by such Borrower.
(c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan. During the existence of an Event of Default, no Loans may be requested as, converted to or continued as Eurocurrency Rate Loans (whether in US Dollars or any Alternative Currency) without the consent of the applicable Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. Except as otherwise provided herein, a Tranche C Loan may be continued only on the last day of an Interest Period for such Tranche C Loan.
(d) The Administrative Agent shall promptly notify the applicable Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. The Australian Sub-Agent shall promptly notify TFA the Tranche C Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Tranche C Loans upon determination of such interest rate. The determination of the Bank ▇B▇▇▇ Rate by the Australian Sub-Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the applicable Borrower and the appropriate Lenders of any change in BNP Paribas’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Sub-Agent shall notify TCCI and the Tranche B Lenders of any change in the Canadian Prime Rate promptly following the public announcement of a change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Bank.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than fifteen (15) Interest Periods in effect with respect to Committed Loans.
(f) Each Lender at its option may make any Loans by causing any domestic or foreign branch or Affiliate of such Lender to make such Loans; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loans in accordance with the terms of this Agreement and provided further that any exercise of such option shall not increase the Borrower’s obligations under Section 3.1 or Section 3.4.
Appears in 1 contract
Borrowings, Conversions and Continuations of Committed Loans. (a) Interest Rate Elections.
(i) Domestic Committed Loans made to the Domestic Borrowers shall be either Domestic Prime Rate Loans or LIBOR RateTerm SOFR Loans, as the Parent, on behalf of the Domestic Borrowers, may request subject to and in accordance with this Section 2.02. All Swing Line Loans made to the Domestic Borrowers shall be only made in Dollars and shall be only Domestic Prime Rate Loans.
(ii) Canadian Committed Loans made to the Canadian Borrower shall be either Canadian Prime Rate Loans or BA Equivalent Loans (if made in CD$), LIBOR RateTerm SOFR Loans or US Index Rate Loans (if in Dollars) or LIBOR RateTerm SOFR Loans, as the Canadian Borrower may request subject to and in accordance with this Section 2.02. All Swing Line Loans made to the Canadian Borrower shall be made only in CD$ or Dollars and shall be only Canadian Prime Rate Loans or US Index Rate Loans, as applicable.
(iii) Subject to the other provisions of this Section 2.02, Committed Borrowings of more than one Type may be incurred at the same time.
(b) Each Committed Borrowing, Borrowing or each conversion of a Committed Loans Loan from one Type to the otheranother, and each continuation of Eurocurrency Rate Loans or continuation of Tranche C Loans shall be made upon the applicable Borrower’s irrevocable notice of the Parent on behalf of the Domestic Borrowers or by the Canadian Borrower, as applicable, to the Administrative Agent (or the Canadian Sub-Agent, in the case of Tranche B, or Australian Sub-Agent, in the case of Tranche C)as applicable, which may be given by telephone. Each such notice must be received by the Applicable Administrative Agent or the Canadian Agent not later than 10:00 11:00 a.m. (Pacific time) in the case of Tranche A Loans, 9:00 a.m. (Pacific time) in the case of Tranche B Loans, and 9:00 a.m. (Pacific time) in the case of Tranche C Loans, (i) three (3) Business Days prior to the requested date of any Committed Borrowing of, conversion to or continuation of Eurocurrency Rate LIBOR RateTerm SOFR Loans denominated in US Dollars or BA Equivalent Loans or of any conversion of Base Rate any such Loans to Eurocurrency Rate Loans denominated in US Dollarsof a different Type, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency4) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, (iii) four Business Days prior to the requested date of any Committed Borrowing to be made in an Optional Currency of, conversion to, or continuation of Tranche C LoansLIBOR RateTerm SOFR Loans or BA Equivalent Loans in an Optional Currency or of any conversion of any such Loans to Loans of a different Type, and (iviii) on the requested date of any Committed Borrowing of, or conversion of Eurocurrency Rate Loans to, Base Rate Committed Loans, (v) on the requested date of any Borrowing of Canadian Prime Rate Loans, Domestic Prime Rate Loans and (vi) as set forth in Section 2.15(a) for Bankers’ Acceptances, Drafts or BA Equivalent NotesUS Index Rate Loans. Each telephonic notice by a Borrower pursuant to this Section 2.2(a2.02(b) must be confirmed promptly by delivery to the Applicable Administrative Agent or the Canadian Agent, as applicable, of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Parent or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable AgentCanadian Borrower, as applicable. Except as otherwise provided in Section 2.15(a), each Each Committed Borrowing of, conversion to or continuation of LIBOR RateTerm SOFR Loans or BA Equivalent Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans, in a principal amount of US$50,000,000 $1,000,000 or a whole multiple of US$$1,000,000 in excess thereof (or the Dollar Equivalent Amount thereof); . Except as provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or any other amount (or meeting any other criterionSections 2.03(c) as at any time ensures that it does not qualify as attracting funds from the “public” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezichtand 2.04(c), (y) for Tranche B Loans denominated in each Committed Borrowing of or conversion to Canadian DollarsPrime Rate Loan, US Index Rate Loans, or Domestic Prime Rate Loans, as applicable, shall be in a principal amount of CDN$5,000,000 $500,000 or integral multiples a whole multiple of CDN$1,000,000 $100,000 in excess thereof (or (z) for Tranche C Loans, in a principal amount of A$5,000,000 or integral multiples of A$1,000,000 in excess the Equivalent Amount thereof). Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the applicable Borrower request is requesting for a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurocurrency Rate LIBOR RateTerm SOFR Loans or Tranche C BA Equivalent Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the currency of the Committed Loans to be borrowed. If any Borrower (other than TFA) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in US Dollars. If any Borrower (other than TFA) fails to specify a Type of Committed Loan in a Committed Loan Notice or if such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, (x) in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Canadian Dollars, Base Rate Loans in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian Dollars, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If TFA requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.
(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each appropriate Lender of the contents thereof and the amount (and currency) of its Pro Rata Share of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Administrative Agent shall notify each appropriate Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other than US Dollars, in each case as described in the preceding subsection. In the case of a Committed Borrowing, each Tranche A Lender shall make the amount of its Committed Loan available to the Administrative Agent, each Tranche B Lender shall make the amount of its Committed Loan available to the Canadian Sub-Agent and each Tranche C Lender shall make the amount of its Committed Loan available to the Australian Sub-Agent, in Same Day Funds at the Administrative Agent’s Office for the applicable currency, the office of the Canadian Sub-Agent located in Montreal, Canada, or the Australian Sub-Agent’s Office, as the case may be, not later than 1:00 p.m. on the Business Day specified, in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency or Australian Dollars, in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.2, the Applicable Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent either by (i) crediting the account of such Borrower on the books of BNP Paribas with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent by such Borrower.
(c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan. During the existence of an Event of Default, no Loans may be requested as, converted to or continued as Eurocurrency Rate Loans (whether in US Dollars or any Alternative Currency) without the consent of the applicable Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. Except as otherwise provided herein, a Tranche C Loan may be continued only on the last day of an Interest Period for such Tranche C Loan.
(d) The Administrative Agent shall promptly notify the applicable Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. The Australian Sub-Agent shall promptly notify TFA and the appropriate Lenders of the interest rate applicable to any Interest Period for Tranche C Loans upon determination of such interest rate. The determination of the Bank ▇▇▇▇ Rate by the Australian Sub-Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the applicable Borrower and the appropriate Lenders of any change in BNP Paribas’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Sub-Agent shall notify TCCI and the Tranche B Lenders of any change in the Canadian Prime Rate promptly following the public announcement of a change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Bank.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than fifteen (15) Interest Periods in effect with respect to Committed Loans.
(f) Each Lender at its option may make any Loans by causing any domestic or foreign branch or Affiliate of such Lender to make such Loans; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loans in accordance with the terms of this Agreement and provided further that any exercise of such option shall not increase the Borrower’s obligations under Section 3.1 or Section 3.4.,
Appears in 1 contract
Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans or continuation of Tranche C Loans shall be made upon the applicable Borrower’s irrevocable notice to the Administrative Agent (or Canadian Sub-Agent, in the case of Tranche B, or Australian Sub-Agent, in the case of Tranche C), which may be given by telephone. Each such notice must be received by the Applicable Agent not later than 10:00 a.m. (Pacific time) in the case of Tranche A Loans, 9:00 a.m. (Pacific time) in the case of Tranche B Loans, and 9:00 a.m. (Pacific time) in the case of Tranche C Loans, (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated in US Dollars or of any conversion of Base Rate Loans to Eurocurrency Rate Loans denominated in US Dollars, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, (iii) four Business Days prior to the requested date of any Borrowing or continuation of Tranche C Loans, (iv) on the requested date of any Borrowing of, or conversion of Eurocurrency Rate Loans to, Base Rate Committed Loans, (v) on the requested date of any Borrowing of Canadian Prime Rate Loans and (vi) as set forth in Section 2.15(a) for Bankers’ Acceptances, Drafts or BA Equivalent Notes. Each telephonic notice by a Borrower pursuant to this Section 2.2(a) must be confirmed promptly by delivery to the Applicable Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable Agent. Except as otherwise provided in Section 2.15(a), each Borrowing of, conversion to or continuation of Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans, in a principal amount of US$50,000,000 or a whole multiple of US$1,000,000 in excess thereof (or the Dollar Equivalent thereof); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or any other amount (or meeting any other criterion) as at any time ensures that it does not qualify as attracting funds from the “public” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y) for Tranche B Loans denominated in Canadian Dollars, in a principal amount of CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in a principal amount of A$5,000,000 or integral multiples of A$1,000,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the applicable Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans or Tranche C Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the currency of the Committed Loans to be borrowed. If any Borrower (other than TFA) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in US Dollars. If any Borrower (other than TFA) fails to specify a Type of Committed Loan in a Committed Loan Notice or if such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, (x) in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Canadian Dollars, Base Rate Loans in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian Dollars, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If TFA requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.
(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each appropriate Lender of the contents thereof and the amount (and currency) of its Pro Rata Share of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Administrative Agent shall notify each appropriate Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other than US Dollars, in each case as described in the preceding subsection. In the case of a Committed Borrowing, each Tranche A Lender shall make the amount of its Committed Loan available to the Administrative Agent, each Tranche B Lender shall make the amount of its Committed Loan available to the Canadian Sub-Agent and each Tranche C Lender shall make the amount of its Committed Loan available to the Australian Sub-Agent, in Same Day Funds at the Administrative Agent’s Office for the applicable currency, the office of the Canadian Sub-Agent located in Montreal, Canada, or the Australian Sub-Agent’s Office, as the case may be, not later than 1:00 p.m. on the Business Day specified, in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency or Australian Dollars, in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.2, the Applicable Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent either by (i) crediting the account of such Borrower on the books of BNP Paribas with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent by such Borrower.
(c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan. During the existence of an Event of Default, no Loans may be requested as, converted to or continued as Eurocurrency Rate Loans (whether in US Dollars or any Alternative Currency) without the consent of the applicable Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. Except as otherwise provided herein, a Tranche C Loan may be continued only on the last day of an Interest Period for such Tranche C Loan.
(d) The Administrative Agent shall promptly notify the applicable Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. The Australian Sub-Agent shall promptly notify TFA and the appropriate Lenders of the interest rate applicable to any Interest Period for Tranche C Loans upon determination of such interest rate. The determination of the Bank ▇B▇▇▇ Rate by the Australian Sub-Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the applicable Borrower and the appropriate Lenders of any change in BNP Paribas’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Sub-Agent shall notify TCCI and the Tranche B Lenders of any change in the Canadian Prime Rate promptly following the public announcement of a change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Bank.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than fifteen (15) Interest Periods in effect with respect to Committed Loans.
(f) Each Lender at its option may make any Loans by causing any domestic or foreign branch or Affiliate of such Lender to make such Loans; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loans in accordance with the terms of this Agreement and provided further that any exercise of such option shall not increase the Borrower’s obligations under Section 3.1 or Section 3.4.
Appears in 1 contract
Sources: Five Year Credit Agreement (Toyota Motor Credit Corp)
Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurocurrency Term Rate Loans or continuation of Tranche C Loans shall be made upon the applicable Borrower’s irrevocable notice to the Administrative Agent (or Canadian Sub-Agent, in the case of Tranche B, or Australian Sub-Agent, in the case of Tranche C), which may be given by telephone. Each such notice must be received by the Applicable Agent not later than 10:00 a.m. 12:00 noon (Pacific Central time) in the case of Tranche A Loans, 9:00 11:00 a.m. (Pacific Central time) in the case of Tranche B Loans, and 9:00 11:00 a.m. (Pacific Central time) in the case of Tranche C Loans, (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Term Rate Loans denominated in US Dollars or of any conversion of Base Rate Loans to Eurocurrency Term Rate Loans denominated in US Dollars, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Term Rate Loans denominated in Alternative CurrenciesCurrencies or S▇▇▇▇ ▇▇▇▇▇, (iii) four Business Days prior to the requested date of any Borrowing or continuation of Tranche C Loans, (iv) on the requested date of any Borrowing of, or conversion of Eurocurrency Term Rate Loans to, denominated in US Dollars to Base Rate Committed Loans, and (v) on the requested date of any Borrowing of Canadian Prime Rate Loans and (vi) as set forth in Section 2.15(a) for Bankers’ Acceptances, Drafts or BA Equivalent NotesLoans. Each telephonic notice by a Borrower pursuant to this Section 2.2(a) must be confirmed promptly by delivery to the Applicable Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable Agent. Except as otherwise provided in Section 2.15(a), each Each Borrowing of, conversion to or continuation of Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans, in a principal amount of US$50,000,000 or a whole multiple of US$1,000,000 in excess thereof (or the Dollar Equivalent thereof); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or any other amount (or meeting any other criterion) as at any time ensures that it does not qualify as attracting funds from the “public” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y) for Tranche B Loans denominated in Canadian Dollars, in a principal amount of CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in a principal amount of A$5,000,000 or integral multiples of A$1,000,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the applicable Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurocurrency Term Rate Loans or Tranche C Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the currency of the Committed Loans to be borrowed. If any Borrower (other than TFAthe Tranche C Borrower) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in US Dollars. If any Borrower (other than TFAthe Tranche C Borrower) fails to specify a Type of Committed Loan (other than for Loans denominated in Sterling) in a Committed Loan Notice or if such Borrower fails to give a timely notice requesting a conversion or continuationcontinuation of a Term Rate Loan, then the applicable Committed Loans shall be made as, or converted to, (xw) in the case of Committed Loans for Tranche B denominated in Canadian Dollars, Canadian Prime Rate Loans, (x) in the case of Committed Loans or for Tranche A denominated in Canadian Dollars, Term Rate Loans in Canadian Dollars with an Interest Period of one month, (y) in the case of Committed Loans denominated in a currency other than Canadian US Dollars, Base Rate Loans in an amount being the Dollar Equivalent of such Loans; provided, however, that and (z) in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian DollarsEuro, such Loans shall be continued as Eurocurrency Term Rate Loans in their original currency Euro with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Term Rate Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Term Rate Loans denominated in US Dollars, Canadian Dollars or Euro in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If TFA the Tranche C Borrower requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Other than as expressly provided in this Agreement, no Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.
(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each appropriate Lender of the contents thereof and the amount (and currency) of its Pro Rata Share of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Administrative Agent shall notify each appropriate Lender of the details of any automatic conversion to Base Rate Loans or conversion or continuation of Committed Loans denominated in a currency other than US Dollars, Canadian Dollars or Euro, in each case as described in the preceding subsection. In the case of a Committed Borrowing, each Tranche A Lender shall make the amount of its Committed Loan available to the Administrative Agent, each Tranche B Lender shall make the amount of its Committed Loan available to the Canadian Sub-Administrative Agent and each Tranche C Lender shall make the amount of its Committed Loan available to the Australian Sub-Agent, in Same Day Funds at the Administrative Agent’s Office for the applicable currency, the office of the Canadian Sub-Agent located in Montreal, Canada, currency or the Australian Sub-Agent’s Office, as the case may be, not later than 1:00 p.m. on the Business Day specified, in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency or Australian Dollars, in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.2, the Applicable Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent either by (i) crediting the account of such Borrower on the books of BNP Paribas with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent by such Borrower.
(c) Except as otherwise provided herein, a Eurocurrency Term Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Term Rate Loan. During the existence of an Event of DefaultDefault under Section 7.1(a) or Section 7.1(f), no Loans may be requested as, converted to or continued as Eurocurrency Term Rate Loans (whether in US Dollars or any Alternative Currency) without the consent of the applicable Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Term Rate Loans denominated in an Alternative Currency Euro or Term Rate Loans denominated in Canadian Dollars be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. Except as otherwise provided herein, a Tranche C Loan may be continued only on the last day of an Interest Period for such Tranche C Loan.
(d) The Administrative Agent shall promptly notify the applicable Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Eurocurrency Term Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Term Rate by the Administrative Agent shall be conclusive in the absence of manifest error. The Australian Sub-Sub- Agent shall promptly notify TFA the Tranche C Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Tranche C Loans upon determination of such interest rate. The determination of the Bank ▇▇▇▇ Rate by the Australian Sub-Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the applicable Borrower and the appropriate Lenders of any change in BNP Paribas’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Sub-Agent shall notify TCCI and the Tranche B Lenders of any change in the Canadian Prime Rate promptly following the public announcement of a change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Bank.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than fifteen (15) Interest Periods in effect with respect to Committed Loans.
(f) Each Lender at its option may make any Loans by causing any domestic or foreign branch or Affiliate of such Lender to make such Loans; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loans in accordance with the terms of this Agreement and provided further that any exercise of such option shall not increase the Borrower’s obligations under Section 3.1 or Section 3.4.interest
Appears in 1 contract
Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans or continuation of Tranche C Loans shall be made upon the applicable Borrower’s irrevocable notice to the Administrative Agent (or Canadian Sub-Agent, in the case of Tranche B, or Australian Sub-Agent, in the case of Tranche C), which may be given by telephone. Each such notice must be received by the Applicable Administrative Agent or the Canadian Sub-Agent, as applicable, not later than 10:00 a.m. (Pacific time) in the case of Tranche A Loans, 9:00 a.m. (Pacific time) in the case of Tranche B Loans, and 9:00 a.m. (Pacific time) in the case of Tranche C Loans), (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated in US Dollars or of any conversion of Base Rate Loans to Eurocurrency Rate Loans denominated in US DollarsDollars to Base Rate Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, (iii) four Business Days prior to the requested date of any Borrowing or continuation of Tranche C Loans, (iv) on the requested date of any Borrowing of, of or conversion of Eurocurrency Rate Loans to, to Base Rate Committed Loans, (viv) on the requested date of any Borrowing of Canadian Prime Rate Loans and (viv) as set forth in Section 2.15(a) for Bankers’ Acceptances, Drafts Acceptances or BA Equivalent Notes. Each telephonic notice by a Borrower pursuant to this NYDOCS03/828370 Section 2.2(a) must be confirmed promptly by delivery to the Applicable Administrative Agent or Canadian Sub-Agent, as applicable, of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable Administrative Agent or Canadian Sub-Agent, as applicable. Except as otherwise provided in Section 2.15(a), each Borrowing of, conversion to or continuation of Loans shall be (x) for Loans other than Tranche B C Loans denominated in Canadian Dollars and other than Tranche C LoansDollars, in a principal amount of US$50,000,000 or a whole multiple of US$1,000,000 5,000,000 in excess thereof (or the Dollar Equivalent thereof); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 EUR 50,000 or any other amount (or meeting any other criterion) as at any time ensures that it does not qualify as attracting funds from the “public” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y) for Tranche B C Loans denominated in Canadian Dollars, in a principal amount of CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in a principal amount of A$5,000,000 or integral multiples of A$1,000,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the applicable Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans or Tranche C Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the currency of the Committed Loans to be borrowed. If any Borrower (other than TFA) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in US Dollars. If any Borrower (other than TFA) fails to specify a Type of Committed Loan in a Committed Loan Notice or if such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, (x) in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Canadian Dollars, Base Rate Loans in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian Dollars, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If TFA requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.
(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each appropriate Lender of the contents thereof and the amount (and currency) of its Pro Rata Share of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Administrative Agent shall notify each appropriate Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other than US Dollars, in each case as described in the preceding subsection. In the case of a Committed Borrowing, each appropriate Tranche A Lender, Tranche B Lender and Tranche D Lender shall make the amount of its Committed Loan available to the Administrative Agent, and each appropriate Tranche B C NYDOCS03/828370 Lender shall make the amount of its Committed Loan available to the Canadian Sub-Agent and each Tranche C Lender shall make the amount of its Committed Loan available to the Australian Sub-Agent, in Same Day Funds at the Administrative Agent’s Office for the applicable currency, currency or the office of the Canadian Sub-Agent located in MontrealToronto, Canada, or the Australian Sub-Agent’s Office, as the case may be, not later than 1:00 p.m. on the Business Day specified, in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency or Australian DollarsCurrency, in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.2, the Applicable Administrative Agent or the Canadian Sub-Agent, as the case may be, shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent, the Canadian Sub-Agent or the Australian Canadian Sub-Agent either by (i) crediting the account of such Borrower on the books of BNP Paribas Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent, the Canadian Sub-Agent or the Australian Canadian Sub-Agent by such Borrower.
(c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan. During the existence of an Event of Default, no Loans may be requested as, converted to or continued as Eurocurrency Rate Loans (whether in US Dollars or any Alternative Currency) without the consent of the applicable Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. Except as otherwise provided herein, a Tranche C Loan may be continued only on the last day of an Interest Period for such Tranche C Loan.
(d) The Administrative Agent shall promptly notify the applicable Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. The Australian Sub-Agent shall promptly notify TFA and the appropriate Lenders of the interest rate applicable to any Interest Period for Tranche C Loans upon determination of such interest rate. The determination of the Bank ▇▇▇▇ Rate by the Australian Sub-Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the applicable Borrower and the appropriate Lenders of any change in BNP ParibasBank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Sub-Agent shall notify TCCI and the Tranche B C Lenders of any change in the Canadian Prime Rate promptly following the public announcement of a change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Bank.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than fifteen (15) Interest Periods in effect with respect to Committed Loans.
(f) Each Lender at its option may make any Loans by causing any domestic or foreign branch or Affiliate of such Lender to make such Loans; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loans in accordance with the terms of this Agreement and provided further that any exercise of such option shall not increase the Borrower’s obligations under Section 3.1 or Section 3.4.
Appears in 1 contract
Sources: 364 Day Credit Agreement (Toyota Motor Credit Corp)
Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans or continuation of Tranche C Loans shall be made upon the applicable Borrower’s irrevocable notice to the Administrative Agent (or Canadian Sub-Agent, in the case of Tranche B, or Australian Sub-Agent, in the case of Tranche C), which may be given by telephone. Each such notice must be received by the Applicable Agent not later than 10:00 a.m. (Pacific time) in the case of Tranche A Loans, 9:00 a.m. (Pacific time) in the case of Tranche B Loans, and 9:00 a.m. (Pacific time) in the case of Tranche C Loans, (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated in US Dollars or of any conversion of Base Rate Loans to Eurocurrency Rate Loans denominated in US Dollars, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, (iii) four Business Days prior to the requested date of any Borrowing or continuation of Tranche C Loans, (iv) on the requested date of any Borrowing of, or conversion of Eurocurrency Rate Loans to, Base Rate Committed Loans, (v) on the requested date of any Borrowing of Canadian Prime Rate Loans and (vi) as set forth in Section 2.15(a) for Bankers’ Acceptances, Drafts or BA Equivalent Notes. Each telephonic notice by a Borrower pursuant to this Section 2.2(a) must be confirmed promptly by delivery to the Applicable Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable Agent. Except as otherwise provided in Section 2.15(a), each Borrowing of, conversion to or continuation of Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans, in a principal amount of US$50,000,000 or a whole multiple of US$1,000,000 in excess thereof (or the Dollar Equivalent thereof); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or any other amount (or meeting any other criterion) as at any time ensures that it does not qualify as attracting funds from the “public” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y) for Tranche B Loans denominated in Canadian Dollars, in a principal amount of CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in a principal amount of A$5,000,000 or integral multiples of A$1,000,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the applicable Borrower is Toyota – Five Year Credit Agreement (2015)
requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans or Tranche C Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the currency of the Committed Loans to be borrowed. If any Borrower (other than TFA) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in US Dollars. If any Borrower (other than TFA) fails to specify a Type of Committed Loan in a Committed Loan Notice or if such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, (x) in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Canadian Dollars, Base Rate Loans in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian Dollars, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If TFA requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.
(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each appropriate Lender of the contents thereof and the amount (and currency) of its Pro Rata Share of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Administrative Agent shall notify each appropriate Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other than US Dollars, in each case as described in the preceding subsection. In the case of a Committed Borrowing, each Tranche A Lender shall make the amount of its Committed Loan available to the Administrative Agent, each Tranche B Lender shall make the amount of its Committed Loan available to the Canadian Sub-Agent and each Tranche C Lender shall make the amount of its Committed Loan available to the Australian Sub-Agent, in Same Day Funds at the Administrative Agent’s Office for the applicable currency, the office of the Canadian Sub-Agent located in Montreal, Canada, or the Australian Sub-Agent’s Office, as the case may be, not later than 1:00 p.m. on the Business Day specified, in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency or Australian Dollars, in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.2, the Applicable Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent either by (i) Toyota – Five Year Credit Agreement (2015) crediting the account of such Borrower on the books of BNP Paribas with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent by such Borrower.
(c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan. During the existence of an Event of Default, no Loans may be requested as, converted to or continued as Eurocurrency Rate Loans (whether in US Dollars or any Alternative Currency) without the consent of the applicable Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. Except as otherwise provided herein, a Tranche C Loan may be continued only on the last day of an Interest Period for such Tranche C Loan.
(d) The Administrative Agent shall promptly notify the applicable Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. The Australian Sub-Agent shall promptly notify TFA and the appropriate Lenders of the interest rate applicable to any Interest Period for Tranche C Loans upon determination of such interest rate. The determination of the Bank ▇B▇▇▇ Rate by the Australian Sub-Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the applicable Borrower and the appropriate Lenders of any change in BNP Paribas’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Sub-Agent shall notify TCCI and the Tranche B Lenders of any change in the Canadian Prime Rate promptly following the public announcement of a change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Bank.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than fifteen (15) Interest Periods in effect with respect to Committed Loans.
(f) Each Lender at its option may make any Loans by causing any domestic or foreign branch or Affiliate of such Lender to make such Loans; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loans in accordance with the terms of this Agreement and provided further that any exercise of such option shall not increase the Borrower’s obligations under Section 3.1 or Section 3.4.
Appears in 1 contract
Borrowings, Conversions and Continuations of Committed Loans. (a) Domestic Committed Loans (other than Swing Line Loans) shall be either Base Rate Loans or LIBOR Rate Loans as the Company may request subject to and in accordance with this Section 2.02. All Swing Line Loans shall be only Base Rate Loans. All Domestic Committed Loans shall be made in Dollars.
(b) Canadian Committed Loans made to the Canadian Borrower shall be either Canadian Prime Rate Loans or BA Equivalent Loans (if made in CD$) or LIBOR Rate Loans or U.S. Index Rate Loans (if in Dollars) as the Canadian Borrower may request subject to and in accordance with this Section 2.02. All Canadian Committed Loans shall be made in either Dollars or Canadian Dollars.
(c) German Committed Loans made to the German Borrower and UK Committed Loans made to the UK Borrower shall be made in the Optional Currencies (other than Canadian Dollars) and shall be either LIBOR Rate Loans or European Base Rate Loans as the German Borrower or the UK Borrower, as applicable, may request subject to and in accordance with this Section 2.02.
(d) Subject to the other provisions of this Section 2.02, Committed Borrowings of more than one Type may be incurred at the same time. Each Committed Borrowing, each conversion Conversion of Committed Loans from one Type to the other, and each continuation of Eurocurrency LIBOR Rate Loans or continuation of Tranche C BA Equivalent Loans shall be made upon the applicable Borrower’s irrevocable notice to the Administrative Agent (or Canadian Sub-Agent, in the case of Tranche B, or Australian Sub-Agent, in the case of Tranche C), which may be given by telephone. Each such notice must be received by the Applicable Agent not later than 10:00 a.m. (Pacific time) in the case of Tranche A Loans, 9:00 a.m. (Pacific time) in the case of Tranche B Loans, and 9:00 a.m. (Pacific time) in the case of Tranche C Loans, 1:00 p.m.
(i) three Business Days prior to the requested date of any Borrowing of, conversion Conversion to or continuation of Eurocurrency LIBOR Rate Loans denominated in US Dollars or BA Equivalent Loans or of any conversion Conversion of Base LIBOR Rate Loans or BA Equivalent Loans to Eurocurrency Prime Rate Loans denominated in US DollarsLoans, and (ii) four one Business Days (or five Business Days in the case of a Special Notice Currency) Day prior to the requested date of any Borrowing of Prime Rate Loans; provided, however, that if the UK Borrower or continuation the German Borrower wishes to request any Committed Borrowing to be made or continued in an Optional Currency or of Eurocurrency any conversion of any such Loans in an Optional Currency to Loans of a different Type, the applicable notice must be received four (4) Business Days prior to the requested date of such Borrowing, and if the Company wishes to request LIBOR Rate Loans denominated having an Interest Period other than one, two, three or six months in Alternative Currenciesduration as provided in the definition of “Interest Period”, (iii) the applicable notice must be received by the Agent not later than 1:00 p.m. four Business Days prior to the requested date of any Borrowing such Borrowing, Conversion or continuation continuation, whereupon the Agent shall give prompt notice to the Lenders of Tranche C Loanssuch request and determine whether the requested Interest Period is acceptable to all of them. Not later than 1:00 p.m., (iv) on three Business Days before the requested date of any Borrowing ofsuch Borrowing, Conversion or conversion of Eurocurrency Rate Loans tocontinuation, Base Rate Committed Loans, the Agent shall notify the Company (vwhich notice may be by telephone) on whether or not the requested date of any Borrowing of Canadian Prime Rate Loans and (vi) as set forth in Section 2.15(a) for Bankers’ Acceptances, Drafts or BA Equivalent NotesInterest Period has been consented to by all the Lenders. Each telephonic notice by a Borrower the Company pursuant to this Section 2.2(a2.02(d) must be confirmed promptly by delivery to the Applicable Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable AgentCompany. Except as otherwise provided in Section 2.15(a), each Each Borrowing of, conversion Conversion to or continuation of LIBOR Rate Loans or BA Equivalent Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans, in a principal amount of US$50,000,000 $5,000,000 or CD$5,000,000, as applicable, or a whole multiple of US$$1,000,000 in excess thereof (or the Dollar Equivalent thereof); provided thatCD$1,000,000, in the case of TMFNLas applicable, such amount shall not be less than the Dollar Equivalent of EUR100,000 or any other amount (or meeting any other criterion) as at any time ensures that it does not qualify as attracting funds from the “public” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y) for Tranche B Loans denominated in Canadian Dollars, in a principal amount of CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in a principal amount of A$5,000,000 or integral multiples of A$1,000,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or Conversion to Prime Rate Loans shall be in sum minimum amounts as the Agent may require. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the applicable Borrower Company is requesting a Committed Borrowing, a conversion Conversion of Committed Loans from one Type to the other, or a continuation of Eurocurrency LIBOR Rate Loans or Tranche C BA Equivalent Loans, (ii) the requested date of the Borrowing, conversion Conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted Converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be convertedConverted, (v) whether such Committed Loan is to be made in Dollars or, with respect to the Canadian Borrower, the UK Borrower and the German Borrower only, an Optional Currency, (vi) if applicable, the duration of the Interest Period with respect thereto thereto, and (vivii) the currency of Borrower for whom the Committed Loans to be borrowedLoan is requested. If any Borrower (other than TFA) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in US Dollars. If any Borrower (other than TFA) Company fails to specify a Type of Committed Loan in a Committed Loan Notice or if such Borrower the Company fails to give a timely notice requesting a conversion Conversion or continuation, then the applicable Committed Loans shall be made as, or converted Converted to, (x) in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Canadian Dollars, Base Rate Loans in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian Dollars, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion Conversion to Base Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency LIBOR Rate Loans or BA Equivalent Loans. If the applicable Borrower Company requests a Borrowing of, conversion Conversion to, or continuation of Eurocurrency LIBOR Rate Loans or BA Equivalent Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If TFA requests Notwithstanding anything to the contrary herein, a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Swing Line Loan may not be converted into or continued as Converted to a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currencyLIBOR Rate Loan.
(be) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each appropriate Lender of the contents thereof and the amount (and currency) of its Pro Rata Share Applicable Percentage of the applicable Committed Loans, and if no timely notice of a conversion Conversion or continuation is provided by the applicable BorrowerCompany, the Administrative Agent shall notify each appropriate Lender of the details of any automatic conversion Conversion to Base Prime Rate Loans or continuation of Committed Loans denominated in a currency other than US Dollars, in each case as described in the preceding subsectionSection 2.02(d). In the case of a Committed Borrowing, each Tranche A Lender shall make the amount of its Committed Loan available to the Administrative Agent, each Tranche B Lender shall make the amount of its Committed Loan Agent in immediately available to the Canadian Sub-Agent and each Tranche C Lender shall make the amount of its Committed Loan available to the Australian Sub-Agent, in Same Day Funds funds at the Administrative Agent’s Office for the applicable currency, the office of the Canadian Sub-Agent located in Montreal, Canada, or the Australian Sub-Agent’s Office, as the case may be, not later than 1:00 p.m. on the Business Day specified, in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency or Australian Dollars, in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.24.02 (and, if such Borrowing is the Applicable initial Credit Extension, Section 4.01) the Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent either by (i) crediting the account of such the applicable Borrower on the books of BNP Paribas Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent by the applicable Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by the applicable Borrower, there are L/C Borrowings outstanding with respect to such Borrower, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the applicable Borrower as provided above.
(cf) To the extent not paid by the Borrowers when due (after taking into consideration any grace period), the Agent, without the request of the Borrowers, may advance any interest, fee, service charge (including direct wire fees), expenses, or other payment to which any Credit Party is entitled from the Loan Parties pursuant hereto or any other Loan Document and may charge the same to the Loan Account notwithstanding that an Overadvance may result thereby; provided, that the Agent may not charge amounts owing in respect of Other Liabilities to the Loan Account to the extent an Overadvance may result thereby. The Agent shall advise the Company of any such advance or charge promptly after the making thereof. Such action on the part of the Agent shall not constitute a waiver of the Agent’s rights and the Borrowers’ obligations under Section 2.05(c). Any amount which is added to the principal balance of the Loan Account as provided in this Section 2.02(f) shall bear interest at the interest rate then and thereafter applicable to Prime Rate Loans.
(g) Except as otherwise provided herein, a Eurocurrency LIBOR Rate Loan or BA Equivalent Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency LIBOR Rate Loan or BA Equivalent Loan. During the existence of an any Event of Default, no Loans may be requested as, converted to or continued as Eurocurrency LIBOR Rate Loans or BA Equivalent Loans (whether in US Dollars or any Alternative Optional Currency) without the consent of the applicable Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency LIBOR Rate Loans denominated in an Alternative Optional Currency be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. Except as otherwise provided herein, a Tranche C Loan may be continued only on the last day of an Interest Period for such Tranche C Loan.
(dh) The Administrative Agent shall promptly notify the applicable Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Eurocurrency LIBOR Rate Loans and BA Equivalent Loans upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. The Australian Sub-Agent shall promptly notify TFA and the appropriate Lenders of the interest rate applicable to any Interest Period for Tranche C Loans upon determination of such interest rate. The determination of the Bank ▇▇▇▇ Rate by the Australian Sub-Agent shall be conclusive in the absence of manifest error. At any time that Base Prime Rate Loans are outstanding, the Administrative Agent shall notify the applicable Borrower and the appropriate Lenders of any change in BNP Paribas’s prime rate the U.S. Index Rate, the Base Rate or the Canadian Prime Rate used in determining the Base Prime Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Sub-Agent shall notify TCCI and the Tranche B Lenders of any change in the Canadian Prime Rate promptly following the public announcement of a change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Bank.
(ei) After giving effect to all Committed Borrowings, all conversions Conversions of Committed Loans from one Type to another in accordance with the otherterms hereof, and all continuations of Committed Loans as the same Type, there shall not be more than fifteen (15i) three (3) Interest Periods in effect with respect to Committed Loans having an Interest Period of two weeks, or (ii) ten (10) Interest Periods in effect unless otherwise agreed to between the Agent and the Borrowers with respect to all Committed Loans.
(fj) Each The Agent, the Lenders, the Swing Line Lender at its option may and the L/C Issuer shall have no obligation to make any Loans by causing Loan or to provide any domestic or foreign branch or Affiliate Letter of such Lender Credit if an Overadvance would result. The Agent may, in its discretion, make Permitted Overadvances to make such Loans; provided that the Domestic Borrower without the consent of any exercise of such option shall not affect the obligation of the applicable Borrowers, the Lenders, the Swing Line Lender and the L/C Issuer and the Borrowers and each Lender and L/C Issuer shall be bound thereby. Any Permitted Overadvance may constitute a Swing Line Loan. A Permitted Overadvance is for the account of the Domestic Borrower to repay such Loans and shall constitute a Base Rate Loan and an Obligation and shall be repaid by the Domestic Borrower in accordance with the terms provisions of this Agreement and provided further that Section 2.05(c). The making of any exercise of such option Permitted Overadvance on any one occasion shall not increase obligate the Borrower’s Agent or any Lender to make or permit any Permitted Overadvance on any other occasion or to permit such Permitted Overadvances to remain outstanding. The making by the Agent of a Permitted Overadvance shall not modify or abrogate any of the provisions of Section 2.03 regarding the Domestic Lenders’ obligations under to purchase participations with respect to Letter of Credits issued for the Domestic Borrower or of Section 3.1 2.04 regarding the Domestic Lenders’ obligations to purchase participations with respect to Swing Line Loans. The Agent shall have no liability for, and no Loan Party or Section 3.4Credit Party shall have the right to, or shall, bring any claim of any kind whatsoever against the Agent with respect to Unintentional Overadvances regardless of the amount of any such Overadvances.
Appears in 1 contract
Sources: Credit Agreement (YCC Holdings LLC)
Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans or continuation of Tranche C Loans shall be made upon the applicable Borrower’s irrevocable notice to the Administrative Agent (or Canadian Sub-Agent, in the case of Tranche B, or Australian Sub-Agent, in the case of Tranche C), which may be given by telephone. Each such notice must be received by the Applicable Agent not later than 10:00 a.m. 12:00 noon (Pacific Central time) in the case of Tranche A Loans, 9:00 11:00 a.m. (Pacific Central time) in the case of Tranche B Loans, and 9:00 11:00 a.m. (Pacific Central time) in the case of Tranche C Loans, (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated in US Dollars or of any conversion of Base Rate Loans to Eurocurrency Rate Loans denominated in US Dollars, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, (iii) four Business Days prior to the requested date of any Borrowing or continuation of Tranche C Loans, (iv) on the requested date of any Borrowing of, or conversion of Eurocurrency Rate Loans to, Base Rate Committed Loans, and (v) on the requested date of any Borrowing of Canadian Prime Rate Loans and (vi) as set forth in Section 2.15(a) for Bankers’ Acceptances, Drafts or BA Equivalent NotesLoans. Each telephonic notice by a Borrower pursuant to this Section 2.2(a) must be confirmed promptly by delivery to the Applicable Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable Agent. Except as otherwise provided in Section 2.15(a), each Each Borrowing of, conversion to or continuation of Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans, in a principal amount of US$50,000,000 or a whole multiple of US$1,000,000 in excess thereof (or the Dollar Equivalent thereof); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or any other amount (or meeting any other criterion) as at any time ensures that it does not qualify as attracting funds from the “public” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y) for Tranche B Loans denominated in Canadian Dollars, in a principal amount of CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in a principal amount of A$5,000,000 or integral multiples of A$1,000,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the applicable Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans or Tranche C Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the currency of the Committed Loans to be borrowed. If any Borrower (other than TFAthe Tranche C Borrower) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in US Dollars. If any Borrower (other than TFAthe Tranche C Borrower) fails to specify a Type of Committed Loan in a Committed Loan Notice or if such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, (x) in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Canadian Dollars, Base Rate Loans in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian Dollars, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If TFA the Tranche C Borrower requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency. Notwithstanding the foregoing, if after giving effect to the making of any Tranche A Loans, Tranche B Loans or Tranche C Loans, the Unused Tranche A Commitment would be less than or equal to the Dollar Equivalent of EUR 300,000,000 (as determined by the Administrative Agent), then, only to the extent TKG has not borrowed EUR 300,000,000 as of the date such Loan is to be made, such Loans shall not be made without the consent of TKG (which consent may be waived only by TKG).
(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each appropriate Lender of the contents thereof and the amount (and currency) of its Pro Rata Share of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Administrative Agent shall notify each appropriate Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other than US Dollars, in each case as described in the preceding subsection. In the case of a Committed Borrowing, each Tranche A Lender shall make the amount of its Committed Loan available to the Administrative Agent, each Tranche B Lender shall make the amount of its Committed Loan available to the Canadian Sub-Administrative Agent and each Tranche C Lender shall make the amount of its Committed Loan available to the Australian Sub-Agent, in Same Day Funds at the Administrative Agent’s Office for the applicable currency, the office of the Canadian Sub-Agent located in Montreal, Canada, currency or the Australian Sub-Agent’s Office, as the case may be, not later than 1:00 p.m. on the Business Day specified, in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency or Australian Dollars, in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.2, the Applicable Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent either by (i) crediting the account of such Borrower on the books of BNP Paribas with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent by such Borrower.
(c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan. During the existence of an Event of Default, no Loans may be requested as, converted to or continued as Eurocurrency Rate Loans (whether in US Dollars or any Alternative Currency) without the consent of the applicable Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. Except as otherwise provided herein, a Tranche C Loan may be continued only on the last day of an Interest Period for such Tranche C Loan.
(d) The Administrative Agent shall promptly notify the applicable Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. The Australian Sub-Agent shall promptly notify TFA the Tranche C Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Tranche C Loans upon determination of such interest rate. The determination of the Bank ▇▇▇▇ Rate by the Australian Sub-Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the applicable Borrower and the appropriate Lenders of any change in BNP Paribas’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Sub-Administrative Agent shall notify TCCI and the Tranche B Lenders of any change in the Canadian Prime Rate promptly following the public announcement of a change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Bank.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than fifteen (15) Interest Periods in effect with respect to Committed Loans.
(f) Each Lender at its option may make any Loans by causing any domestic or foreign branch or Affiliate of such Lender to make such Loans; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loans in accordance with the terms of this Agreement and provided further that any exercise of such option shall not increase the Borrower’s obligations under Section 3.1 or Section 3.4.
Appears in 1 contract
Sources: 364 Day Credit Agreement (Toyota Motor Credit Corp)
Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans or continuation of Tranche C Loans shall be made upon the applicable Borrower’s irrevocable notice to the Administrative Agent (or Canadian Sub-Agent, in the case of Tranche B, or Australian Sub-Agent, in the case of Tranche C), which may be given by telephone. Each such notice must be received by the Applicable Agent not later than 10:00 a.m. 12:00 noon (Pacific Central time) in the case of Tranche A Loans, 9:00 11:00 a.m. (Pacific Central time) in the case of Tranche B Loans, and 9:00 11:00 a.m. (Pacific Central time) in the case of Tranche C Loans, (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated in US Dollars or of any conversion of Base Rate Loans to Eurocurrency Rate Loans denominated in US Dollars, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, (iii) four Business Days prior to the requested date of any Borrowing or continuation of Tranche C Loans, (iv) on the requested date of any Borrowing of, or conversion of Eurocurrency Rate Loans to, Base Rate Committed Loans, and (v) on the requested date of any Borrowing of Canadian Prime Rate Loans and (vi) as set forth in Section 2.15(a) for Bankers’ Acceptances, Drafts or BA Equivalent NotesLoans. Each telephonic notice by a Borrower pursuant to this Section 2.2(a) must be confirmed promptly by delivery to the Applicable Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable Agent. Except as otherwise provided in Section 2.15(a), each Each Borrowing of, conversion to or continuation of Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans, in a principal amount of US$50,000,000 or a whole multiple of US$1,000,000 in excess thereof (or the Dollar Equivalent thereof); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or any other amount (or meeting any other criterion) as at any time ensures that it does not qualify as attracting funds from the “public” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y) for Tranche B Loans denominated in Canadian Dollars, in a principal amount of CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in a principal amount of A$5,000,000 or integral multiples of A$1,000,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the applicable Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans or Tranche C Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the currency of the Committed Loans to be borrowed. If any Borrower (other than TFA) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in US Dollars. If any Borrower (other than TFA) fails to specify a Type of Committed Loan in a Committed Loan Notice or if such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, (x) in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Canadian Dollars, Base Rate Loans in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian Dollars, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If TFA requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency. Notwithstanding the foregoing, if after giving effect to the making of any Tranche A Loans, Tranche B Loans or Tranche C Loans, the Unused Tranche A Commitment would be less than or equal to the Dollar Equivalent of EUR 300,000,000 (as determined by the Administrative Agent), then, only to the extent TKG has not borrowed EUR 300,000,000 as of the date such Loan is to be made, such Loans shall not be made without the consent of TKG (which consent may be waived only by TKG).
(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each appropriate Lender of the contents thereof and the amount (and currency) of its Pro Rata Share of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Administrative Agent shall notify each appropriate Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other than US Dollars, in each case as described in the preceding subsection. In the case of a Committed Borrowing, each Tranche A Lender shall make the amount of its Committed Loan available to the Administrative Agent, each Tranche B Lender shall make the amount of its Committed Loan available to the Canadian Sub-Agent and each Tranche C Lender shall make the amount of its Committed Loan available to the Australian Sub-Agent, in Same Day Funds at the Administrative Agent’s Office for the applicable currency, the office of the Canadian Sub-Agent located in Montreal, Canada, or the Australian Sub-Agent’s Office, as the case may be, not later than 1:00 p.m. on the Business Day specified, in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency or Australian Dollars, in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.2, the Applicable Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent either by (i) crediting the account of such Borrower on the books of BNP Paribas with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent by such Borrower.
(c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan. During the existence of an Event of Default, no Loans may be requested as, converted to or continued as Eurocurrency Rate Loans (whether in US Dollars or any Alternative Currency) without the consent of the applicable Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. Except as otherwise provided herein, a Tranche C Loan may be continued only on the last day of an Interest Period for such Tranche C Loan.
(d) The Administrative Agent shall promptly notify the applicable Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. The Australian Sub-Agent shall promptly notify TFA and the appropriate Lenders of the interest rate applicable to any Interest Period for Tranche C Loans upon determination of such interest rate. The determination of the Bank ▇▇▇▇ Rate by the Australian Sub-Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the applicable Borrower and the appropriate Lenders of any change in BNP Paribas’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Sub-Agent shall notify TCCI and the Tranche B Lenders of any change in the Canadian Prime Rate promptly following the public announcement of a change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Bank.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than fifteen (15) Interest Periods in effect with respect to Committed Loans.
(f) Each Lender at its option may make any Loans by causing any domestic or foreign branch or Affiliate of such Lender to make such Loans; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loans in accordance with the terms of this Agreement and provided further that any exercise of such option shall not increase the Borrower’s obligations under Section 3.1 or Section 3.4.
Appears in 1 contract
Sources: 364 Day Credit Agreement (Toyota Motor Credit Corp)
Borrowings, Conversions and Continuations of Committed Loans. (a) The Domestic Borrower may request Committed Domestic Loans by notice to the Domestic Administrative Agent, and the Canadian Borrower may request Committed Canadian Loans by notice to the Canadian Administrative Agent, all as provided below. Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurocurrency Rate Committed Loans or continuation of Tranche C Loans as the same Type shall be made upon the applicable Borrower’s irrevocable notice to the applicable Administrative Agent (or Canadian Sub-Agent, in the case of Tranche B, or Australian Sub-Agent, in the case of Tranche C), which may be given by telephone. Each such notice from the Domestic Borrower must be received by the Applicable Domestic Administrative Agent not later than 10:00 a.m. (Pacific time) in the case of Tranche A Loans, 9:00 a.m. (Pacific time) in the case of Tranche B Loans, and 9:00 a.m. (Pacific time) in the case of Tranche C Loans, a.m.
(i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Eurodollar Rate Committed Loans denominated in US Dollars or of any conversion of Eurodollar Rate Committed Loans to Base Rate Loans to Eurocurrency Rate Loans denominated in US DollarsCommitted Loans, and (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to on the requested date of any Borrowing or continuation of Eurocurrency Base Rate Loans denominated in Alternative Currencies, Committed Loans. Each such notice from the Canadian Borrower must be received by the Canadian Administrative Agent not later than (iiii) four 1:00 p.m. three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Tranche C Loans, (iv) on the requested date Eurodollar Rate Committed Loans or of any Borrowing of, or conversion of Eurocurrency Eurodollar Rate Committed Loans to, to Base Rate Committed Loans, and (vii) 11:30 a.m. on the requested date of any Borrowing of Canadian Prime Base Rate Loans and (vi) as set forth in Section 2.15(a) for Bankers’ Acceptances, Drafts or BA Equivalent NotesCommitted Loans. Each such telephonic notice by a Borrower pursuant to this Section 2.2(a) must be confirmed promptly by delivery to the Applicable applicable Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable Agentapplicable Borrower. Except as otherwise provided in Section 2.15(a), each Each Committed Borrowing of, conversion to or continuation of Eurodollar Rate Committed Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans, in a principal amount of US$50,000,000 $5,000,000 or a whole multiple of US$$1,000,000 in excess thereof (thereof. Each Committed Borrowing of or the Dollar Equivalent thereof); provided that, in the case of TMFNL, such amount conversion to Base Rate Committed Loans shall not be less than the Dollar Equivalent of EUR100,000 or any other amount (or meeting any other criterion) as at any time ensures that it does not qualify as attracting funds from the “public” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y) for Tranche B Loans denominated in Canadian Dollars, in a principal amount of CDN$5,000,000 $500,000 or integral multiples a whole multiple of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in a principal amount of A$5,000,000 or integral multiples of A$1,000,000 $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the applicable Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurocurrency Eurodollar Rate Loans or Tranche C Committed Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the currency of the Committed Loans to be borrowedthereto. If any the applicable Borrower (other than TFA) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in US Dollars. If any Borrower (other than TFA) fails to specify a Type of Committed Loan in a Committed Loan Notice or if such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, (x) in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Canadian Dollars, Base Rate Loans in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian Dollars, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Eurodollar Rate Committed Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Eurodollar Rate Committed Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If TFA requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.
(b) Following receipt of a Committed Loan Notice, the applicable Administrative Agent shall promptly notify each appropriate applicable Lender of the contents thereof and the amount (and currency) of its Pro Rata Share of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the such Administrative Agent shall notify each appropriate such Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other than US Dollars, in each case as described in the preceding subsection. In the case of a Committed Borrowing, each Tranche A applicable Lender shall make the amount of its Committed Loan available to the applicable Administrative Agent, each Tranche B Lender shall make the amount of its Committed Loan Agent in immediately available to the Canadian Sub-Agent and each Tranche C Lender shall make the amount of its Committed Loan available to the Australian Sub-Agent, in Same Day Funds funds at the applicable Administrative Agent’s Office for the applicable currency, the office of the Canadian Sub-Agent located in Montreal, Canada, or the Australian Sub-Agent’s Office, as the case may be, not later than 11:00 a.m. in the case of Domestic Loans and Canadian Eurodollar Rate Committed Loans and 1:00 p.m. in the case of Canadian Base Rate Committed Loans on the Business Day specified, in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency or Australian Dollars, in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.24.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Applicable applicable Administrative Agent shall make all funds so received available to the applicable Borrower in like funds as received by the such Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent either by (i) crediting the account of such Borrower on the books of BNP Paribas Bank of America or Bank of America Canada (as applicable) with the amount of such funds or (ii) wire transfer of otherwise disbursing such funds, in each case funds in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agentapplicable Borrower’s written instructions; provided, however, that if, on the Canadian Sub-Agent or the Australian Sub-Agent date of a Committed Borrowing there are L/C Borrowings by such BorrowerBorrower outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such L/C Borrowings, and second, to such Borrower as provided above.
(c) Except as otherwise provided herein, a Eurocurrency Eurodollar Rate Committed Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Eurodollar Rate Committed Loan. During the existence of an Event of a Default, no Loans may be requested as, converted to or continued as Eurocurrency Eurodollar Rate Committed Loans (whether in US Dollars or any Alternative Currency) without the consent of the applicable Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. Except as otherwise provided herein, a Tranche C Loan may be continued only on the last day of an Interest Period for such Tranche C Loan.
(d) The applicable Administrative Agent shall promptly notify the applicable Borrower and the appropriate applicable Lenders of the interest rate applicable to any Interest Period for Eurocurrency Eurodollar Rate Committed Loans upon determination of such interest rate. The determination of the Eurocurrency Eurodollar Rate by the such Administrative Agent shall be conclusive in the absence of manifest error. The Australian Sub-Agent shall promptly notify TFA and the appropriate Lenders of the interest rate applicable to any Interest Period for Tranche C Loans upon determination of such interest rate. The determination of the Bank ▇▇▇▇ Rate by the Australian Sub-Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the applicable Borrower and the appropriate applicable Lenders of any change in BNP Paribas’s the prime rate of Bank of America or Bank of America Canada (as applicable) used in determining the Base Rate promptly following the public announcement of such change. At change if any time that Canadian Prime Base Rate Loans are then outstanding, the Canadian Sub-Agent shall notify TCCI and the Tranche B Lenders of any change in the Canadian Prime Rate promptly following the public announcement of a change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Bank.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than fifteen (15) eight Interest Periods in effect with respect to Committed Domestic Loans and not more than five Interest Periods in effect with respect to Canadian Loans.
(f) Each Lender at its option may make any Loans by causing any domestic or foreign branch or Affiliate of such Lender to make such Loans; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loans in accordance with the terms of this Agreement and provided further that any exercise of such option shall not increase the Borrower’s obligations under Section 3.1 or Section 3.4.
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Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans or continuation of Tranche C Loans shall be made upon the applicable Borrower’s Company's, or TWI's with respect to Borrowings which are not Overdrafts under the Canadian Revolving Credit Facility, irrevocable notice to the Administrative Agent (or Canadian Sub-Agent, in or the case of Tranche BCanadian Lender, or Australian Sub-Agent, in the case of Tranche C)as appropriate, which may be given by telephone. Each such notice must be received by the Applicable Administrative Agent not later than 10:00 a.m. (Pacific time) in the case of Tranche A Loans, 9:00 a.m. (Pacific time) in the case of Tranche B Loans, and 9:00 a.m. (Pacific time) in the case of Tranche C Loans, 11:00 a.m.
(i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated in US Dollars or of any conversion of Base Eurocurrency Rate Loans denominated in
(i) four Business Days prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in US Dollars, or (ii) four five Business Days (or five six Business Days days in the case of a Special Notice Currency) prior to the requested date of any Borrowing such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., (iiii) three Business Days before the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Dollars, or (ii) four Business Days (or five Business days in the case of a Special Notice Currency) prior to the requested date of any Borrowing such Borrowing, conversion or continuation of Tranche C Loans, (iv) on the requested date of any Borrowing of, or conversion of Eurocurrency Rate Loans todenominated in Alternative Currencies, Base Rate Committed Loans, the Administrative Agent shall notify the Company (vwhich notice may be by telephone) on whether or not the requested date of any Borrowing of Canadian Prime Rate Loans and (vi) as set forth in Section 2.15(a) for Bankers’ Acceptances, Drafts or BA Equivalent NotesInterest Period has been consented to by all the Lenders. Each telephonic notice by a Borrower the Company pursuant to this Section 2.2(a2.02(a) must be confirmed promptly by delivery to the Applicable Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable AgentCompany. Except as otherwise provided in Section 2.15(a), each Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans, in a principal amount of US$50,000,000 $1,000,000 or a whole multiple of US$1,000,000 $500,000 in excess thereof (or the Dollar Equivalent thereof); . Except as provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or any other amount (or meeting any other criterionSections 2.03(c) as at any time ensures that it does not qualify as attracting funds from the “public” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezichtand 2.04(c), (y) for Tranche B each Committed Borrowing of or conversion to Base Rate Committed Loans denominated in Canadian Dollars, shall be in a principal amount of CDN$5,000,000 $500,000 or integral multiples a whole multiple of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in a principal amount of A$5,000,000 or integral multiples of A$1,000,000 $100,000 in excess thereof. The amounts set forth above shall not apply to Overdrafts under the Canadian Revolving Credit Facility. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the applicable Borrower Company is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans or Tranche C Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto thereto, and (vi) the currency of the Committed Loans to be borrowed. If any Borrower (other than TFA) the Company fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in US Dollars. If any Borrower (other than TFA) the Company fails to specify a Type of Committed Loan in a Committed Loan Notice or if such Borrower the Company fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, (x) in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Canadian Dollars, Base Rate Loans in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian DollarsCurrency, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the applicable Borrower Company requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If TFA requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.
(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each appropriate Lender of the contents thereof and the amount (and currency) of its Pro Rata Share Applicable Percentage of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable BorrowerCompany, the Administrative Agent shall notify each appropriate Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other than US Dollars, in each case as described in the preceding subsection. In the case of a Committed Borrowing, each Tranche A Lender shall make the amount of its Committed Loan available to the Administrative Agent, each Tranche B Lender shall make the amount of its Committed Loan available to the Canadian Sub-Agent and each Tranche C Lender shall make the amount of its Committed Loan available to the Australian Sub-Agent, in Same Day Funds at the Administrative Agent’s 's Office for the applicable currency, the office of the Canadian Sub-Agent located in Montreal, Canada, or the Australian Sub-Agent’s Office, as the case may be, currency not later than 1:00 p.m. on the Business Day specified11:00 a.m., in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency or Australian DollarsCurrency, in each case on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.24.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Applicable Administrative Agent shall make all funds so received available to the Company or the other applicable Borrower in like funds as received by the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent either by (i) crediting the account of such Borrower on the books of BNP Paribas Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent by the Company; provided, however, that if, on the date the Committed Loan Notice with respect to such BorrowerBorrowing denominated in Dollars is given by the Company, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and, second, shall be made available to the applicable Borrower as provided above.
(c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan. During the existence of an Event of a Default, no Loans may be requested as, converted to or continued as Eurocurrency Rate Loans (whether in US Dollars or any Alternative Currency) without the consent of the applicable Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. Except as otherwise provided herein, a Tranche C Loan may be continued only on the last day of an Interest Period for such Tranche C Loan.
(d) The Administrative Agent shall promptly notify the applicable Borrower Company and the appropriate Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. The Australian Sub-Agent shall promptly notify TFA and the appropriate Lenders of the interest rate applicable to any Interest Period for Tranche C Loans upon determination of such interest rate. The determination of the Bank ▇▇▇▇ Rate by the Australian Sub-Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the applicable Borrower Company and the appropriate Lenders of any change in BNP Paribas’s Bank of America's prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Sub-Agent shall notify TCCI and the Tranche B Lenders of any change in the Canadian Prime Rate promptly following the public announcement of a change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Bank.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than fifteen (15) eight Interest Periods in effect with respect to Committed Loans.
(f) Each Lender at its option may make any Loans by causing any domestic or foreign branch or Affiliate of such Lender to make such Loans; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loans in accordance with the terms of this Agreement and provided further that any exercise of such option shall not increase the Borrower’s obligations under Section 3.1 or Section 3.4.
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Borrowings, Conversions and Continuations of Committed Loans. 32 Lululemon Credit Agreement
(a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans or continuation of Tranche C Loans shall be made upon the applicable Borrower’s irrevocable notice of the applicable Borrower to the Administrative Agent (or Canadian Sub-Agentand, in the case of Tranche BCommitted Borrowing to be denominated in Canadian Dollars, or Australian Sub-to the Canadian Agent, in the case of Tranche C), which may be given by telephone(A) telephone or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such notice Committed Loan Notice must be received by the Applicable Administrative Agent not later than 10:00 a.m. (Pacific time) in the case of Tranche A Loans, 9:00 a.m. (Pacific time) in the case of Tranche B Loans, and 9:00 a.m. (Pacific time) in the case of Tranche C Loans, 1:00 p.m.
(i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated in US Dollars or of any conversion of Base Rate Loans to Eurocurrency Rate Loans denominated in US DollarsDollars to Base Rate Committed Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior Currency)prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, and (iii) on the requested date of any Borrowing of Base Rate Committed Loans or Canadian Prime Rate Committed Loans; provided, however, that if the applicable Borrower wishes to request Eurocurrency Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 1:00 p.m.
(i) four Business Days prior to the requested date of any Borrowing such Borrowing, conversion or continuation of Tranche C LoansEurocurrency Rate Loans denominated in Dollars, or (ivii) on five Business Days (or six Business days in the case of a Special Notice Currency) prior to the requested date of any Borrowing ofsuch Borrowing, conversion or conversion continuation of Eurocurrency Rate Loans todenominated in Alternative Currencies, Base Rate Committed Loanswhereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 1:00 p.m., (vi) on three Business Days before the requested date of any Borrowing such Borrowing, conversion or continuation of Canadian Prime Eurocurrency Rate Loans and denominated in Dollars, or (viii) as set forth four Business Days (or five Business days in Section 2.15(athe case of a Special Notice Currency) for Bankers’ Acceptances, Drafts or BA Equivalent Notes. Each telephonic notice by a Borrower pursuant to this Section 2.2(a) must be confirmed promptly by delivery prior to the Applicable Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, the Administrative Agent shall notify such Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Applicable AgentLenders. Except as otherwise provided in Section 2.15(aSections 2.03(c) and 2.04(c), each Committed Borrowing of, of or conversion to or continuation of Committed Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans, in a principal amount of US$50,000,000 $1,000,000 or a whole multiple of US$1,000,000 in excess thereof (or the Dollar Equivalent thereof); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or any other amount (or meeting any other criterion) as at any time ensures that it does not qualify as attracting funds from the “public” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y) for Tranche B Loans denominated in Canadian Dollars, in a principal amount of CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in a principal amount of A$5,000,000 or integral multiples of A$1,000,000 $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the applicable Borrower giving such notice is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans or Tranche C Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the currency of the Committed Loans to be borrowed. If any a Borrower (other than TFA) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in US Dollars. If any a Borrower (other than TFA) fails to specify a Type of Committed Loan in a Committed Loan Notice or if such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, (x) in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Canadian Dollars, Base Rate Loans in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian DollarsCurrency, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If TFA requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.
(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each appropriate Lender of the contents thereof and the amount (and currency) of its Pro Rata Share of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Administrative Agent shall notify each appropriate Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other than US Dollars, in each case as described in the preceding subsection. In the case of a Committed Borrowing, each Tranche A Lender shall make the amount of its Committed Loan available to the Administrative Agent, each Tranche B Lender shall make the amount of its Committed Loan available to the Canadian Sub-Agent and each Tranche C Lender shall make the amount of its Committed Loan available to the Australian Sub-Agent, in Same Day Funds at the Administrative Agent’s Office for the applicable currency, the office of the Canadian Sub-Agent located in Montreal, Canada, or the Australian Sub-Agent’s Office, as the case may be, not later than 1:00 p.m. on the Business Day specified, in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency or Australian Dollars, in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.2, the Applicable Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent either by (i) crediting the account of such Borrower on the books of BNP Paribas with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent by such Borrower.
(c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan. During the existence of an Event of Default, no Loans may be requested as, converted to or continued as Eurocurrency Rate Loans (whether in US Dollars or any Alternative Currency) without the consent of the applicable Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. Except as otherwise provided herein, a Tranche C Loan may be continued only on the last day of an Interest Period for such Tranche C Loan.
(d) The Administrative Agent shall promptly notify the applicable Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. The Australian Sub-Agent shall promptly notify TFA and the appropriate Lenders of the interest rate applicable to any Interest Period for Tranche C Loans upon determination of such interest rate. The determination of the Bank ▇▇▇▇ Rate by the Australian Sub-Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the applicable Borrower and the appropriate Lenders of any change in BNP Paribas’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Sub-Agent shall notify TCCI and the Tranche B Lenders of any change in the Canadian Prime Rate promptly following the public announcement of a change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Bank.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than fifteen (15) Interest Periods in effect with respect to Committed Loans.
(f) Each Lender at its option may make any Loans by causing any domestic or foreign branch or Affiliate of such Lender to make such Loans; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loans in accordance with the terms of this Agreement and provided further that any exercise of such option shall not increase the Borrower’s obligations under Section 3.1 or Section 3.4.Any
Appears in 1 contract
Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans or continuation of Tranche C Loans shall be made upon the applicable Borrower’s 's irrevocable notice to the applicable Administrative Agent (or Canadian Sub-Agent, in the case of Tranche B, or Australian Sub-Agent, in the case of Tranche C), which may be given by telephone. Each In the case of U.S. Committed Loans, each such notice must be received by the Applicable U.S. Administrative Agent not later than 10:00 a.m. (Pacific time) in the case of Tranche A Loans, 9:00 a.m. (Pacific time) in the case of Tranche B Loans, and 9:00 a.m. (Pacific time) in the case of Tranche C Loans, 11:00 a.m.
(i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of U.S. Committed Loans that are Eurocurrency Rate Loans denominated in US Dollars or of any conversion of Base Rate Loans to any such Eurocurrency Rate Loans denominated in US DollarsDollars to Base Rate Committed Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of U.S. Committed Loans that are Eurocurrency Rate
(i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Canadian Committed Loans that are Eurocurrency Rate Loans denominated in Alternative CurrenciesCanadian Dollars or of any conversion of any such Eurocurrency Rate Loans denominated in Canadian Dollars to Base Rate Committed Loans, (iiiii) four Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Tranche C Loans, (iv) on the requested date of any Borrowing of, or conversion of Canadian Committed Loans that are Eurocurrency Rate Loans to, denominated in Dollars or of any conversion of any such Eurocurrency Rate Loans denominated in Dollars to Base Rate Committed Loans, and (viii) on the requested date of any Borrowing of Canadian Prime Committed Loans that are Base Rate Committed Loans. Notwithstanding the foregoing, if a Borrower wishes to request Eurocurrency Rate Loans having an Interest Period other than seven (7) days, fourteen (14) days, one, two, three or six months in duration as provided in the definition of "Interest Period," the applicable notice must be received by the applicable Administrative Agent not later than 11:00 a.m.
(i) four Business Days prior to the requested date of such Borrowing, conversion or continuation of U.S. Committed Loans that are Eurocurrency Rate Loans denominated in Dollars or Canadian Committed Loans that are Eurocurrency Rate Loans denominated in Canadian Dollars, or (ii) five Business Days (or six Business days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of U.S. Committed Loans that are Eurocurrency Rate Loans denominated in Alternative Currencies or Canadian Committed Loans that are Eurocurrency Rate Loans denominated in Dollars, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., on the applicable Business Day specified in the immediately preceding sentence for which a request for such a Borrowing, conversion or continuation must be received, the applicable Administrative Agent shall notify the Borrower requesting such Interest Period (viwhich notice may be by telephone) as set forth in Section 2.15(a) for Bankers’ Acceptances, Drafts whether or BA Equivalent Notesnot the requested Interest Period has been consented to by all the appropriate Lenders. Each telephonic notice by a Borrower pursuant to this Section 2.2(a2.02(a) must be confirmed promptly by delivery to the Applicable applicable Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable Agentapplicable Borrower. Except as otherwise provided in Section 2.15(a), each Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans, in a principal amount of US$50,000,000 $1,000,000 or a whole multiple of US$1,000,000 $500,000 in excess thereof (or the Dollar Equivalent thereof); provided that, in the case of TMFNLU.S. Committed Loans, such amount shall not be less than the Dollar Equivalent of EUR100,000 or any other amount and CDN$1,000,000 (or meeting any other criterion$1,000,000, as applicable) or a whole multiple of CDN$500,000 (or $500,000, as at any time ensures that it does not qualify applicable) in excess thereof, in the case of Canadian Committed Loans. Except as attracting funds from the “public” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezichtprovided in Sections 2.03(c) and 2.04(c), (y) for Tranche B each Committed Borrowing of or conversion to Base Rate Committed Loans denominated in Canadian Dollars, shall be in a principal amount of CDN$5,000,000 $500,000 or integral multiples a whole multiple of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in a principal amount of A$5,000,000 or integral multiples of A$1,000,000 $100,000 in excess thereof, in the case of U.S. Committed Loans, and CDN$500,000 (or $500,000, as applicable) or a whole multiple of CDN$100,000 (or $100,000, as applicable) in excess thereof, in the case of Canadian Committed Loans. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the applicable Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans or Tranche C Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto thereto, and (vi) the currency of the Committed Loans to be borrowed. If any Borrower (other than TFA) the Company fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the U.S. Committed Loans so requested shall be made in US Dollars. If any TWI fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Canadian Committed Loans so requested shall be made in Canadian Dollars. If a Borrower (other than TFA) fails to specify a Type of Committed Loan in a Committed Loan Notice or if such a Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, (x) in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Canadian Dollars, Base Rate Loans in an amount being the Dollar Equivalent of such Loans; provided, however, that (i) in the case of a failure to timely request a continuation of U.S. Committed Loans denominated in an Alternative Currency other than Currency, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month and (ii) in the case of a failure to timely request a continuation of Canadian DollarsCommitted Loans, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the applicable a Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If TFA requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.
(b) Following receipt of a Committed Loan NoticeNotice under the U.S. Revolving Credit Facility, the U.S. Administrative Agent shall promptly notify each appropriate U.S. Lender of the contents thereof and the amount (and currency) of its Pro Rata Share Applicable Percentage of the applicable U.S. Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable BorrowerCompany, the U.S. Administrative Agent shall notify each appropriate U.S. Lender of the details of any automatic conversion to Base Rate Loans or continuation of U.S. Committed Loans denominated in a currency other than US Dollars, in each case as described in the preceding subsection. Following receipt of a Committed Loan Notice under the Canadian Revolving Credit Facility, the Canadian Administrative Agent shall promptly notify each Canadian Lender of the amount (and currency) of its Applicable Percentage of the applicable Canadian Committed Loans, and if no timely notice of a conversion or continuation is provided by TWI, the Canadian Administrative Agent shall notify each Canadian Lender of the details of any automatic conversion to Base Rate Loans or continuation of Canadian Committed Loans, in each case as described in the preceding subsection. In the case of a Committed Borrowing, each Tranche A applicable Lender shall make the amount of its Committed Loan available to the applicable Administrative Agent, each Tranche B Lender shall make the amount of its Committed Loan available to the Canadian Sub-Agent and each Tranche C Lender shall make the amount of its Committed Loan available to the Australian Sub-Agent, in Same Day Funds at the U.S. Administrative Agent’s 's Office or the Canadian Administrative Agent's Office, as applicable, for the applicable currency, the office of the Canadian Sub-Agent located in Montreal, Canada, or the Australian Sub-Agent’s Office, as the case may be, currency not later than 1:00 p.m. on the Business Day specified11:00 a.m., in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the applicable Administrative Agent in the case of any Committed Loan in an Alternative Currency or Australian DollarsCurrency, in each case on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.24.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Applicable applicable Administrative Agent shall make all funds so received available to the applicable Borrower in like funds as received by the such Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent either by (i) crediting the account of such Borrower on the books of BNP Paribas Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the such Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent by such Borrower; provided, however, that (A) if, on the date the Committed Loan Notice with respect to a Borrowing of U.S. Committed Loans denominated in Dollars is given by the Company, the Company has outstanding L/C Borrowings, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and, second, shall be made available to the Company as provided above and (B) if, on the date the Committed Loan Notice with respect to such Borrowing of Canadian Committed Loans is given by TWI, TWI has outstanding L/C Borrowings, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and, second, shall be made available to TWI as provided above.
(c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan. During the existence of an Event of a Default, (i) no Loans under the U.S. Revolving Credit Facility may be requested as, converted to or continued as Eurocurrency Rate Loans (whether in US Dollars or any Alternative Currency) without the consent of the applicable Required U.S. Lenders, and the Required U.S. Lenders may demand that any or all of the then outstanding U.S. Committed Loans that are Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. Except as otherwise provided herein, a Tranche C Loan thereto and (ii) no Loans under the Canadian Revolving Credit Facility may be requested as, converted to or continued only as Eurocurrency Rate Loans (whether in Canadian Dollars or Dollars) without the consent of the Required Canadian Lenders, and the Required Canadian Lenders may demand that any or all of the then outstanding Canadian Committed Loans that are Eurocurrency Rate Loans denominated in Dollars be prepaid, or redenominated into Canadian Dollars in the amount of the Canadian Dollar Equivalent thereof, on the last day of an the then current Interest Period for such Tranche C Loanwith respect thereto.
(d) The applicable Administrative Agent shall promptly notify the applicable Borrower and the appropriate applicable Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. The Australian Sub-Agent shall promptly notify TFA and the appropriate Lenders of the interest rate applicable to any Interest Period for Tranche C Loans upon determination of such interest rate. The determination of the Bank ▇▇▇▇ Rate by the Australian Sub-Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the applicable Administrative Agent shall notify the applicable Borrower and the appropriate applicable Lenders of any change in BNP Paribas’s the prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Sub-Agent shall notify TCCI and the Tranche B Lenders of any change in the Canadian Prime Rate promptly following the public announcement of a change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Bank.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than fifteen (15i) eight Interest Periods in effect with respect to U.S. Committed Loans and (ii) four Interest Periods in effect with respect to Canadian Committed Loans.
(f) Each Lender at its option may make any Loans by causing any domestic or foreign branch or Affiliate of such Lender to make such Loans; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loans in accordance with the terms of this Agreement and provided further that any exercise of such option shall not increase the Borrower’s obligations under Section 3.1 or Section 3.4.
Appears in 1 contract
Borrowings, Conversions and Continuations of Committed Loans. (a) Interest Rate Elections.
(i) Domestic Committed Loans made to the Domestic Borrowers or to the Foreign Borrower shall be either Domestic Prime Rate Loans or LIBOR Rate Loans, as the Parent, on behalf of the Domestic Borrowers or the Foreign Borrower, may request subject to and in accordance with this Section 2.02; provided that all Domestic Committed Loans made in Euros shall solely be Euribor Rate Loans and all Domestic Loans made in Sterling shall be LIBOR Rate Loans. All Swing Line Loans made to the Domestic Borrowers or the Foreign Borrower shall be only made in Dollars and shall be only Domestic Prime Rate Loans.
(ii) Canadian Committed Loans made to the Canadian Borrower or the Foreign Borrower shall be either Canadian Prime Rate Loans or BA Equivalent Loans (if made in CD$) or LIBOR Rate Loans or US Index Rate Loans (if in Dollars) as the Canadian Borrower or the Foreign Borrower may request subject to and in accordance with this Section 2.02; provided that provided that all Canadian Committed Loans made in Euros shall solely be Euribor Rate Loans and all Canadian Committed Loans made in Sterling shall be LIBOR Rate Loans. All Swing Line Loans made to the Canadian Borrower or the Foreign Borrower shall be made only in CD$ or Dollars and shall be only Canadian Prime Rate Loans or U.S. Index Rate Loans, as applicable.
(iii) Subject to the other provisions of this Section 2.02, Committed Borrowings of more than one Type may be incurred at the same time.
(b) Each Committed Borrowing, each conversion of a Committed Loans Loan from one Type to the otheranother, and each continuation of Eurocurrency Rate Loans or continuation of Tranche C Loans shall be made upon the applicable Borrower’s irrevocable notice of the Parent on behalf of the Domestic Borrowers, by the Canadian Borrower or by Foreign Borrower, as applicable, to the Administrative Agent (or the Canadian Sub-Agent, in the case of Tranche B, or Australian Sub-Agent, in the case of Tranche C)as applicable, which may be given by telephone. Each such notice must be received by the Applicable Administrative Agent or the Canadian Agent not later than 10:00 11:00 a.m. (Pacific time) in the case of Tranche A Loans, 9:00 a.m. (Pacific time) in the case of Tranche B Loans, and 9:00 a.m. (Pacific time) in the case of Tranche C Loans, (i) three (3) Business Days prior to the requested date of any Committed Borrowing of, conversion to of or continuation of Eurocurrency Euribor Rate Loans, LIBOR Rate Loans denominated in US Dollars or BA Equivalent Loans or of any conversion of Base Rate any such Loans to Eurocurrency Rate Loans denominated in US Dollarsof a different Type, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency4) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, (iii) four Business Days prior to the requested date of any Committed Borrowing to be made in an Optional Currency of, conversion to, or continuation of Tranche C Euribor Rate Loans, LIBOR Rate Loans or BA Equivalent Loans in an Optional Currency or of any conversion of any such Loans to Loans of a different Type, and (iviii) on the requested date of any Committed Borrowing of, or conversion of Eurocurrency Rate Loans to, Base Rate Committed Loans, (v) on the requested date of any Borrowing of Canadian Prime Rate Loans, Domestic Prime Rate Loans and (vi) as set forth in Section 2.15(a) for Bankers’ Acceptances, Drafts or BA Equivalent NotesUS Index Rate Loans. Each telephonic notice by a Borrower pursuant to this Section 2.2(a2.02(b) must be confirmed promptly by delivery to the Applicable Administrative Agent or the Canadian Agent, as applicable, of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Parent, the Canadian Borrower or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable AgentForeign Borrower, as applicable. Except as otherwise provided in Section 2.15(a), each Each Committed Borrowing of, conversion to or continuation of LIBOR Rate Loans, Euribor Rate Loans or BA Equivalent Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans, in a principal amount of US$50,000,000 $1,000,000 or a whole multiple of US$$1,000,000 in excess thereof (or the Dollar Equivalent Amount thereof); . Except as provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or any other amount (or meeting any other criterionSections 2.03(c) as at any time ensures that it does not qualify as attracting funds from the “public” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezichtand 2.04(c), (y) for Tranche B each Committed Borrowing of or conversion to Canadian Prime Rate Loans denominated in Canadian Dollars, U.S. Index Rate Loans, or Domestic Prime Rate Loans, as applicable, shall be in a principal amount of CDN$5,000,000 $500,000 or integral multiples a whole multiple of CDN$1,000,000 $100,000 in excess thereof or (z) for Tranche C Loans, in a principal amount of A$5,000,000 or integral multiples of A$1,000,000 in excess the Equivalent Amount thereof). Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the applicable Borrower request is requesting for a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurocurrency LIBOR Rate Loans Loans, BA Equivalent Loans, or Tranche C Euribor Rate Loans, (ii) the requested date of the Committed Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) whether such Committed Loan is to be made in Dollars, Canadian Dollars or another Optional Currency, and (vi) if applicable, the duration of the Interest Period with respect thereto and thereto, provided that any request for Optional Currency shall comply with the provisions of Section 2.02(b) hereof. If (vix) the currency of the Committed Loans to be borrowed. If any Borrower (other than TFA) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in US Dollars. If any Borrower (other than TFA) request fails to specify a Type of Committed Loan in a Committed Loan Notice or the currency in which such Committed Loan is to be made or if such Borrower the Parent, the Canadian Borrower, or the Foreign Borrower, as the case may be, fails to give a timely notice requesting of a conversion or continuationcontinuation of a LIBOR Rate Loan, Euribor Rate Loan, or a BA Equivalent Loan, then the applicable Committed Loans shall be made as, or converted to, (x) Domestic Prime Rate Loans made in the case of Loans denominated in Canadian Dollars, Dollars or Canadian Prime Rate Loans or (y) made in the case of Loans denominated in a currency other than Canadian DollarsCD$, Base Rate Loans in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian Dollars, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one monthapplicable. Any such automatic conversion to Base Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency LIBOR Rate Loans. If the applicable Borrower requests a Borrowing of, conversion toEuribor Rate Loan or BA Equivalent Loans, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but (y) fails to specify an Interest PeriodPeriod for a LIBOR Rate Loan, Euribor Rate Loan, or a BA Equivalent Loan, it will be deemed to have specified an Interest Period of one month. If TFA requests Notwithstanding anything to the contrary herein, a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Swing Line Loan may not be converted into to a LIBOR Rate Loan, Euribor Rate Loan or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currencyBA Equivalent Loan.
(bc) Following receipt of a Committed Loan Notice, the Administrative Agent Agents shall promptly notify each appropriate Domestic Lender of the contents thereof and the amount (and currency) of its Pro Rata Share of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Administrative Agent shall notify each appropriate Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other than US Dollars, in each case as described in the preceding subsection. In the case of a Committed Borrowing, each Tranche A Lender shall make the amount of its Committed Loan available to the Administrative Agent, each Tranche B Lender shall make the amount of its Committed Loan available to the Canadian Sub-Agent and each Tranche C Lender shall make the amount of its Committed Loan available to the Australian Sub-Agent, in Same Day Funds at the Administrative Agent’s Office for the applicable currency, the office of the Canadian Sub-Agent located in Montreal, Canada, or the Australian Sub-Agent’s OfficeLender, as the case may be, not later than 1:00 p.m. on the Business Day specified, in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency or Australian Dollars, in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.2, the Applicable Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent either by (i) crediting the account of such Borrower on the books of BNP Paribas with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent by such Borrower.
(c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan. During the existence of an Event of Default, no Loans may be requested as, converted to or continued as Eurocurrency Rate Loans (whether in US Dollars or any Alternative Currency) without the consent of the applicable Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. Except as otherwise provided herein, a Tranche C Loan may be continued only on the last day of an Interest Period for such Tranche C Loan.
(d) The Administrative Agent shall promptly notify the applicable Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. The Australian Sub-Agent shall promptly notify TFA and the appropriate Lenders of the interest rate applicable to any Interest Period for Tranche C Loans upon determination of such interest rate. The determination of the Bank ▇▇▇▇ Rate by the Australian Sub-Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the applicable Borrower and the appropriate Lenders of any change in BNP Paribas’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Sub-Agent shall notify TCCI and the Tranche B Lenders of any change in the Canadian Prime Rate promptly following the public announcement of a change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Bank.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than fifteen (15) Interest Periods in effect with respect to Committed Loans.
(f) Each Lender at its option may make any Loans by causing any domestic or foreign branch or Affiliate of such Lender to make such Loans; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loans in accordance with the terms of this Agreement and provided further that any exercise of such option shall not increase the Borrower’s obligations under Section 3.1 or Section 3.4.Applicable
Appears in 1 contract
Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the otheranother, and each continuation of Eurocurrency Term Rate Loans or continuation of Tranche C Loans shall be made upon the applicable Borrower’s irrevocable notice of the applicable Borrower to the Administrative Agent (or Canadian Sub-Agentand, in the case of Tranche BCommitted Borrowing to be denominated in Canadian Dollars, or Australian Sub-to the Canadian Agent, in the case of Tranche C), which may be given by telephone(A) telephone or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such notice Committed Loan Notice must be received by the Applicable Administrative Agent not later than 10:00 a.m. (Pacific time) in the case of Tranche A Loans, 9:00 a.m. (Pacific time) in the case of Tranche B Loans, and 9:00 a.m. (Pacific time) in the case of Tranche C Loans, 1:00 p.m.
(i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Term Rate Loans denominated in US Dollars or of any conversion of Base Rate Loans to Eurocurrency Term Rate Loans denominated in US DollarsDollars to Base Rate Committed Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Term Rate Loans denominated in Alternative Currencies, and (iii) on the requested date of any Borrowing of Base Rate Committed Loans or Canadian Prime Rate Committed Loans; provided, however, that if the applicable Borrower wishes to request Term Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 1:00 p.m.
(i) four Business Days prior to the requested date of any Borrowing such Borrowing, conversion or continuation of Tranche C LoansTerm Rate Loans denominated in Dollars, or (ivii) on five Business Days (or six Business days in the case of a Special Notice Currency) prior to the requested date of any Borrowing ofsuch Borrowing, conversion or conversion continuation of Eurocurrency Term Rate Loans todenominated in Alternative Currencies, Base Rate Committed Loanswhereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is AMERICAS/2022747386.20 acceptable to all of them. Not later than 1:00 p.m., (vi) on three Business Days before the requested date of any Borrowing such Borrowing, conversion or continuation of Canadian Prime Term Rate Loans and denominated in Dollars, or (viii) as set forth four Business Days (or five Business days in Section 2.15(athe case of a Special Notice Currency) for Bankers’ Acceptances, Drafts or BA Equivalent Notes. Each telephonic notice by a Borrower pursuant to this Section 2.2(a) must be confirmed promptly by delivery prior to the Applicable Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer requested date of such Borrowing, conversion or continuation of Term Rate Loans denominated in Alternative Currencies, the Administrative Agent shall notify such Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Applicable AgentLenders. Except as otherwise provided in Section 2.15(aSections 2.03(c) and 2.04(c), each Committed Borrowing of, of or conversion to or continuation of Committed Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans, in a principal amount of US$50,000,000 $1,000,000 or a whole multiple of US$1,000,000 in excess thereof (or the Dollar Equivalent thereof); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or any other amount (or meeting any other criterion) as at any time ensures that it does not qualify as attracting funds from the “public” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y) for Tranche B Loans denominated in Canadian Dollars, in a principal amount of CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in a principal amount of A$5,000,000 or integral multiples of A$1,000,000 $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the applicable Borrower giving such notice is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the otheranother, or a continuation of Eurocurrency Term Rate Loans or Tranche C Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the currency of the Committed Loans to be borrowed. If any a Borrower (other than TFA) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in US Dollars. If any a Borrower (other than TFA) fails to specify a Type of Committed Loan in a Committed Loan Notice or if such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, (x) in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Canadian Dollars, Base Rate Loans in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian DollarsCurrency, such Loans shall be continued as Eurocurrency Term Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Term Rate Loans. If the applicable a Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Term Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If TFA requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.
(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each appropriate Lender of the contents thereof and the amount (and currency) of its Pro Rata Share Applicable Percentage of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable BorrowerCompany, the Administrative Agent shall notify each appropriate Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other than US Dollars, in each case as described in the preceding subsection. In the case of a Committed Borrowing, each Tranche A Lender shall make the amount of its Committed Loan available to the Administrative Agent, each Tranche B Lender shall make the amount of its Committed Loan available to the Canadian Sub-Agent and each Tranche C Lender shall make the amount of its Committed Loan available to the Australian Sub-Agent, in Same Day Funds at the Administrative Agent’s Office for the applicable currency, the office of the Canadian Sub-Agent located in Montreal, Canada, or the Australian Sub-Agent’s Office, as the case may be, currency not later than 1:00 p.m. on the Business Day specified3:00 p.m., in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency or Australian DollarsCurrency, in each case on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.24.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Applicable Administrative Agent shall make all funds so received available to the Company or the other applicable Borrower in like funds as received by the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent either by (i) crediting the account of such Borrower on the books of BNP Paribas Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent by the Company; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing denominated in Dollars is given by a Borrower, there are L/C Borrowings outstanding to such Borrower., then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and, second, shall be made available to the applicable Borrower as provided above. AMERICAS/2022747386.20
(c) Except as otherwise provided herein, a Eurocurrency Term Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Term Rate Loan. During the existence continuance of an Event of Default, no Loans may be requested as, converted to to, or continued as Eurocurrency as, Term Rate Loans (whether in US Dollars or any Alternative Currency) without the consent of the applicable Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Term Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. Except as otherwise provided herein, a Tranche C Loan may be continued only on the last day of an Interest Period for such Tranche C Loan.
(d) The Administrative Agent shall promptly notify the applicable Borrower Company and the appropriate Lenders of the interest rate applicable to any Interest Period for Eurocurrency Term Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. The Australian Sub-Agent shall promptly notify TFA and the appropriate Lenders of the interest rate applicable to any Interest Period for Tranche C Loans upon determination of such interest rate. The determination of the Bank ▇▇▇▇ Rate by the Australian Sub-Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the applicable Borrower and the appropriate Lenders of any change in BNP Paribas’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Sub-Agent shall notify TCCI and the Tranche B Lenders of any change in the Canadian Prime Rate promptly following the public announcement of a change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Bank.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the otheranother, and all continuations of Committed Loans as the same Type, there shall not be more than fifteen (15) ten Interest Periods in effect with respect to Committed Loans.
(f) Each Notwithstanding anything to the contrary in this Agreement, any Lender at its option may make any Loans by causing any domestic exchange, continue or foreign branch or Affiliate of such Lender to make such Loans; provided that any exercise of such option shall not affect the obligation rollover all of the applicable Borrower to repay such portion of its Loans in accordance connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Company, the Administrative Agent, and such Lender.
(g) With respect to SOFR or Term SOFR, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document; provided that, with respect to any such amendment effected, the Administrative Agent shall deliver each such amendment implementing such Conforming Changes to the Company and provided further that any exercise of the Lenders reasonably promptly after such option shall not increase the Borrower’s obligations under Section 3.1 or Section 3.4amendment becomes effective.
Appears in 1 contract
Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans or continuation of Tranche C Loans shall be made upon the applicable Borrower’s irrevocable notice of the applicable Borrower to the Administrative Agent (or Canadian Sub-Agentand, in the case of Tranche BCommitted Borrowing to be denominated in Canadian Dollars, or Australian Sub-to the Canadian Agent, in the case of Tranche C), which may be given by telephone(A) telephone or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such notice Committed Loan Notice must be received by the Applicable Administrative Agent not later than 10:00 a.m. (Pacific time) in the case of Tranche A Loans, 9:00 a.m. (Pacific time) in the case of Tranche B Loans, and 9:00 a.m. (Pacific time) in the case of Tranche C Loans, 1:00 p.m.
(i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated in US Dollars or of any conversion of Base Rate Loans to Eurocurrency Rate Loans denominated in US DollarsDollars to Base Rate Committed Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior Currency)prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, and (iii) on the requested date of any Borrowing of Base Rate Committed Loans or Canadian Prime Rate Committed Loans; provided, however, that if the applicable Borrower wishes to request Eurocurrency Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 1:00 p.m.
(i) four Business Days prior to the requested date of any Borrowing such Borrowing, conversion or continuation of Tranche C LoansEurocurrency Rate Loans denominated in Dollars, or (ivii) on five Business Days (or six Business days in the case of a Special Notice Currency) prior to the requested date of any Borrowing ofsuch Borrowing, conversion or conversion continuation of Eurocurrency Rate Loans todenominated in Alternative Currencies, Base Rate Committed Loanswhereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 1:00 p.m., (vi) on three Business Days before the requested date of any Borrowing such Borrowing, conversion or continuation of Canadian Prime Eurocurrency Rate Loans and denominated in Dollars, or (viii) as set forth four Business Days (or five Business days in Section 2.15(athe case of a Special Notice Currency) for Bankers’ Acceptances, Drafts or BA Equivalent Notes. Each telephonic notice by a Borrower pursuant to this Section 2.2(a) must be confirmed promptly by delivery prior to the Applicable Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, the Administrative Agent shall notify such Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Applicable AgentLenders. Except as otherwise provided in Section 2.15(aSections 2.03(c) and 2.04(c), each Committed Borrowing of, of or conversion to or continuation of Committed Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans, in a principal amount of US$50,000,000 $1,000,000 or a whole multiple of US$1,000,000 in excess thereof (or the Dollar Equivalent thereof); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or any other amount (or meeting any other criterion) as at any time ensures that it does not qualify as attracting funds from the “public” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y) for Tranche B Loans denominated in Canadian Dollars, in a principal amount of CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in a principal amount of A$5,000,000 or integral multiples of A$1,000,000 $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the applicable Borrower giving such notice is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans or Tranche C Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the currency of the Committed Loans to be borrowed. If any a Borrower (other than TFA) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in US Dollars. If any Borrower (other than TFA) fails to specify a Type of Committed Loan in a Committed Loan Notice or if such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, (x) in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Canadian Dollars, Base Rate Loans in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian Dollars, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If TFA requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.
(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each appropriate Lender of the contents thereof and the amount (and currency) of its Pro Rata Share of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Administrative Agent shall notify each appropriate Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other than US Dollars, in each case as described in the preceding subsection. In the case of a Committed Borrowing, each Tranche A Lender shall make the amount of its Committed Loan available to the Administrative Agent, each Tranche B Lender shall make the amount of its Committed Loan available to the Canadian Sub-Agent and each Tranche C Lender shall make the amount of its Committed Loan available to the Australian Sub-Agent, in Same Day Funds at the Administrative Agent’s Office for the applicable currency, the office of the Canadian Sub-Agent located in Montreal, Canada, or the Australian Sub-Agent’s Office, as the case may be, not later than 1:00 p.m. on the Business Day specified, in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency or Australian Dollars, in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.2, the Applicable Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent either by (i) crediting the account of such Borrower on the books of BNP Paribas with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent by such Borrower.
(c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan. During the existence of an Event of Default, no Loans may be requested as, converted to or continued as Eurocurrency Rate Loans (whether in US Dollars or any Alternative Currency) without the consent of the applicable Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. Except as otherwise provided herein, a Tranche C Loan may be continued only on the last day of an Interest Period for such Tranche C Loan.
(d) The Administrative Agent shall promptly notify the applicable Borrower and the appropriate Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. The Australian Sub-Agent shall promptly notify TFA and the appropriate Lenders of the interest rate applicable to any Interest Period for Tranche C Loans upon determination of such interest rate. The determination of the Bank ▇▇▇▇ Rate by the Australian Sub-Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the applicable Borrower and the appropriate Lenders of any change in BNP Paribas’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Sub-Agent shall notify TCCI and the Tranche B Lenders of any change in the Canadian Prime Rate promptly following the public announcement of a change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Bank.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than fifteen (15) Interest Periods in effect with respect to Committed Loans.
(f) Each Lender at its option may make any Loans by causing any domestic or foreign branch or Affiliate of such Lender to make such Loans; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loans in accordance with the terms of this Agreement and provided further that any exercise of such option shall not increase the Borrower’s obligations under Section 3.1 or Section 3.4.Committed
Appears in 1 contract
Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans denominated in US Dollars or Canadian Dollars from one Type to the other, other and each continuation of Eurocurrency Rate Committed Loans or continuation of Tranche C Loans for a new Interest Period shall be made upon the applicable BorrowerCompany’s irrevocable notice to the Administrative Agent (or Canadian Sub-Agent, in the case of Tranche B, or Australian Sub-Agent, in the case of Tranche C), which may be given by telephone. Each such notice must be received by the Applicable Administrative Agent not later than 10:00 a.m. (Pacific timei) in the case of Tranche A a borrowing or continuation of, or conversion of Base Rate Loans to, Eurodollar Loans, 9:00 10:00 a.m. two Business Days prior to the requested date of such borrowing, continuation or conversion; (Pacific timeii) in the case of Tranche B a borrowing of or conversion to Base Rate Loans, and 9:00 11:00 a.m. on the requested date of such borrowing or conversion; (Pacific timeiii) in the case of Tranche C Loansa borrowing or continuation of, or conversion of Canadian Prime Rate Loans to, Eurocurrency Loans denominated in Canadian Dollars, 12:00 noon (iToronto time) three Business Days prior to the requested date of any Borrowing ofsuch borrowing, conversion to continuation or continuation of Eurocurrency Rate Loans denominated in US Dollars or of any conversion of Base Rate Loans to Eurocurrency Rate Loans denominated in US Dollars, conversion; (iiiv) four Business Days (or five Business Days in the case of a Special Notice Currencyborrowing of or conversion to Canadian Prime Rate Loans, 12:00 noon (Toronto time) prior to on the requested date of any Borrowing such borrowing or conversion; and (v) in the case of a borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currenciesany currency other that US Dollars and Canadian Dollars, (iii) four 11:00 a.m. three Business Days prior to the requested date of any Borrowing such borrowing of or continuation of Tranche C Loans, (iv) on the requested date of any Borrowing of, or conversion of Eurocurrency Rate Loans to, Base Rate Committed Loans, (v) on the requested date of any Borrowing of Canadian Prime Rate Loans and (vi) as set forth in Section 2.15(a) for Bankers’ Acceptances, Drafts or BA Equivalent Notesconversion. Each such telephonic notice by a Borrower pursuant to this Section 2.2(a) must be confirmed promptly by delivery to the Applicable Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable AgentCompany. Except as otherwise provided in Section 2.15(a), each Borrowing Each borrowing of, conversion to or continuation of Committed Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans, in a principal amount of US$50,000,000 or a whole multiple of US$1,000,000 in excess thereof (or the Dollar Equivalent thereof); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or any other amount (or meeting any other criterion) as at any time ensures that it does not qualify as attracting funds from the “public” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y) for Tranche B Loans denominated in Canadian Dollars, in a principal amount of CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in a principal amount of A$5,000,000 or integral multiples of A$1,000,000 in excess thereofRequired Borrowing Amount. Each Committed Loan Notice (whether telephonic or written) shall specify (iA) whether the applicable Borrower Company is requesting a Committed Borrowing, a conversion of Committed Loans denominated in US Dollars or Canadian Dollars from one Type to the other, other or a continuation of Eurocurrency Rate Committed Loans or Tranche C Loansfor a new Interest Period, (iiB) the requested date of the Borrowingborrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iiiC) the principal amount and currency of the Committed Loans to be borrowed, converted into or continued, (D) in the case of Committed Loans in US Dollars or Canadian Dollars, the Type of Committed Loans to be borrowed, converted or continued, continued and (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (vE) if applicable, the duration of the Interest Period with respect thereto and (vi) the currency of the thereto. If, with respect to Committed Loans to be borrowed. If any Borrower (other than TFA) in US Dollars or Canadian Dollars, the Company fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in US Dollars. If any Borrower (other than TFA) fails to specify a Type of Committed Loan in a Committed Loan Notice or if such Borrower the Company fails to give a timely notice requesting a conversion or continuationcontinuation of a Borrowing of Committed Loans, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans (xin the case of Loans denominated in US Dollars) or Canadian Prime Rate Loans (in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Canadian Dollars, Base Rate Loans in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian Dollars, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month). Any such automatic conversion to Base Rate Loans or Canadian Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the applicable Borrower Company requests a Borrowing borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If TFA requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.
(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each appropriate Lender of the contents thereof and the amount (and currency) of its Pro Rata Share of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable BorrowerCompany, the Administrative Agent shall notify each appropriate Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed Canadian Prime Rate Loans denominated in a currency other than US Dollars, in each case as described in the preceding subsection. In the case of a Committed Borrowing, each Tranche A Lender shall make the amount of its Committed Loan available to the Administrative Agent, each Tranche B Lender shall make the amount of its Committed Loan available to the Canadian Sub-Agent and each Tranche C Lender shall make the amount of its Committed Loan available to the Australian Sub-Agent, in Same Day Funds in the applicable currency at the Administrative Agent’s Office for the applicable currency, the office of the Canadian Sub-Agent located in Montreal, Canada, or the Australian Sub-Agent’s Office, as the case may be, not later than 1:00 p.m. on the Business Day specified, in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency or Australian Dollars, in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.24.2 (and, if such Borrowing is the initial Credit Extension, Section 4.1), the Applicable Administrative Agent shall make all funds so received available to the applicable Borrower Company in like funds as received by the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent either by (i) crediting the account of such Borrower the Company on the books of BNP Paribas the Administrative Agent with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent by such Borrowerthe Company.
(c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an the Interest Period for such Eurocurrency Rate Loan. During the existence of an Event of a Default, no Committed Loans in US Dollars or Canadian Dollars may be requested as, converted to or continued as Eurocurrency Rate Loans (whether in US Dollars or any Alternative Currency) without the consent of the applicable Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereofand/or Canadian Dollars be converted immediately to Base Rate Loans or Canadian Prime Rate Loans, on the last day of the then current Interest Period with respect thereto. Except as otherwise provided herein, a Tranche C Loan may be continued only on the last day of an Interest Period for such Tranche C Loanapplicable.
(d) The Administrative Agent shall promptly notify the applicable Borrower Company and the appropriate Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans Committed Loan upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. The Australian Sub-Agent shall promptly notify TFA and the appropriate Lenders of the interest rate applicable to any Interest Period for Tranche C Loans upon determination of such interest rate. The determination of the Bank ▇▇▇▇ Rate by the Australian Sub-Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the applicable Borrower Company and the appropriate Lenders of any change in BNP ParibasBank of America’s prime rate used in determining the Base Rate Rate, and the Canadian Administrative Agent shall notify the Company and the applicable Lenders of any change in the Canadian Administrative Agent’s reference rate used in determining the Canadian Prime Rate, in each case promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Sub-Agent shall notify TCCI and the Tranche B Lenders of any change in the Canadian Prime Rate promptly following the public announcement of a change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Bank.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the otheranother, and all continuations of Committed Loans as the same TypeLoans, there shall not be more than fifteen (15) 20 Interest Periods in effect with respect to Committed Loans.
(f) Each Lender at its option may make any Loans by causing any domestic or foreign branch or Affiliate of such Lender to make such Loans; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loans in accordance with the terms of this Agreement and provided further that any exercise of such option shall not increase the Borrower’s obligations under Section 3.1 or Section 3.4.
Appears in 1 contract
Sources: Credit Agreement (Pentair Inc)
Borrowings, Conversions and Continuations of Committed Loans. (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans or continuation of Tranche C Loans shall be made upon the applicable Borrower’s irrevocable notice of the applicable Borrower to the Administrative Agent (or Canadian Sub-Agentand, in the case of Tranche BCommitted Borrowing to be denominated in Canadian Dollars, or Australian Sub-to the Canadian Agent, in the case of Tranche C), which may be given by telephone(A) telephone or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such notice Committed Loan Notice must be received by the Applicable Administrative Agent not later than 10:00 a.m. (Pacific time) in the case of Tranche A Loans, 9:00 a.m. (Pacific time) in the case of Tranche B Loans, and 9:00 a.m. (Pacific time) in the case of Tranche C Loans, 1:00 p.m.
(i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated in US Dollars or of any conversion of Base Rate Loans to Eurocurrency Rate Loans denominated in US DollarsDollars to Base Rate Committed Loans, (ii) four Business 31 Lululemon Credit Agreement
(i) four Business Days prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Dollars, or (ii) five Business Days (or five six Business Days days in the case of a Special Notice Currency) prior to the requested date of any Borrowing such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 1:00 p.m., (iiii) three Business Days before the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Dollars, or (ii) four Business Days (or five Business days in the case of a Special Notice Currency) prior to the requested date of any Borrowing such Borrowing, conversion or continuation of Tranche C Loans, (iv) on the requested date of any Borrowing of, or conversion of Eurocurrency Rate Loans todenominated in Alternative Currencies, Base Rate Committed Loans, the Administrative Agent shall notify such Borrower (vwhich notice may be by telephone) on whether or not the requested date of any Borrowing of Canadian Prime Rate Loans and (vi) as set forth in Section 2.15(a) for Bankers’ Acceptances, Drafts or BA Equivalent Notes. Each telephonic notice Interest Period has been consented to by a Borrower pursuant to this Section 2.2(a) must be confirmed promptly by delivery to all the Applicable Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Applicable AgentLenders. Except as otherwise provided in Section 2.15(a2.04(c), each Committed Borrowing of, of or conversion to or continuation of Committed Loans shall be (x) for Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans, in a principal amount of US$50,000,000 $1,000,000 or a whole multiple of US$1,000,000 in excess thereof (or the Dollar Equivalent thereof); provided that, in the case of TMFNL, such amount shall not be less than the Dollar Equivalent of EUR100,000 or any other amount (or meeting any other criterion) as at any time ensures that it does not qualify as attracting funds from the “public” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht), (y) for Tranche B Loans denominated in Canadian Dollars, in a principal amount of CDN$5,000,000 or integral multiples of CDN$1,000,000 in excess thereof or (z) for Tranche C Loans, in a principal amount of A$5,000,000 or integral multiples of A$1,000,000 $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the applicable Borrower giving such notice is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans or Tranche C Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the currency of the Committed Loans to be borrowed. If any a Borrower (other than TFA) fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in US Dollars. If any a Borrower (other than TFA) fails to specify a Type of Committed Loan in a Committed Loan Notice or if such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, (x) in the case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans or (y) in the case of Loans denominated in a currency other than Canadian Dollars, Base Rate Loans in an amount being the Dollar Equivalent of such Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency other than Canadian DollarsCurrency, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the applicable a Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If TFA requests a Borrowing of, or continuation of Tranche C Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.
(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each appropriate Lender of the contents thereof and the amount (and currency) of its Pro Rata Share Applicable Percentage of the 32 Lululemon Credit Agreement applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable BorrowerCompany, the Administrative Agent shall notify each appropriate Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other than US Dollars, in each case as described in the preceding subsection. In the case of a Committed Borrowing, each Tranche A Lender shall make the amount of its Committed Loan available to the Administrative Agent, each Tranche B Lender shall make the amount of its Committed Loan available to the Canadian Sub-Agent and each Tranche C Lender shall make the amount of its Committed Loan available to the Australian Sub-Agent, in Same Day Funds at the Administrative Agent’s Office for the applicable currency, the office of the Canadian Sub-Agent located in Montreal, Canada, or the Australian Sub-Agent’s Office, as the case may be, currency not later than 1:00 p.m. on the Business Day specified3:00 p.m., in the case of any Committed Loan denominated in US Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency or Australian DollarsCurrency, in each case on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.24.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Applicable Administrative Agent shall make all funds so received available to the Company or the other applicable Borrower in like funds as received by the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent either by (i) crediting the account of such Borrower on the books of BNP Paribas Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent, the Canadian Sub-Agent or the Australian Sub-Agent by such Borrowerthe Company.
(c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan. During the existence continuance of an Event of Default, no Loans may be requested as, converted to to, or continued as as, Eurocurrency Rate Loans (whether in US Dollars or any Alternative Currency) without the consent of the applicable Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into US Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. Except as otherwise provided herein, a Tranche C Loan may be continued only on the last day of an Interest Period for such Tranche C Loan.
(d) The Administrative Agent shall promptly notify the applicable Borrower Company and the appropriate Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. The Australian Sub-Agent shall promptly notify TFA and the appropriate Lenders of the interest rate applicable to any Interest Period for Tranche C Loans upon determination of such interest rate. The determination of the Bank ▇▇▇▇ Rate by the Australian Sub-Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the applicable Borrower and the appropriate Lenders of any change in BNP Paribas’s prime rate used in determining the Base Rate promptly following the public announcement of such change. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Sub-Agent shall notify TCCI and the Tranche B Lenders of any change in the Canadian Prime Rate promptly following the public announcement of a change in a Canadian Reference Bank’s “prime rate” by any Canadian Reference Bank.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than fifteen (15) ten Interest Periods in effect with respect to Committed Loans.
(f) Each Notwithstanding anything to the contrary in this Agreement, any Lender at its option may make any Loans by causing any domestic exchange, continue or foreign branch or Affiliate of such Lender to make such Loans; provided that any exercise of such option shall not affect the obligation rollover all of the applicable Borrower to repay such portion of its Loans in accordance connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement Agreement, pursuant to a cashless settlement mechanism approved by the Company, the Administrative Agent, and provided further that any exercise of such option shall not increase the Borrower’s obligations under Section 3.1 or Section 3.4Lender.
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Sources: 364 Day Credit Agreement (Lululemon Athletica Inc.)