Advance of Interim Loans. (a) The Interim Facility Agent must promptly notify each Interim Lender of the details of the requested Interim Loan and the amount of its share in that Interim Loan. (b) Each Interim Lender will participate in each Interim Utilisation in the proportion which its Interim Commitment under the applicable Interim Facility bears to the Total Interim Commitments under that Interim Facility, immediately before the making of that Interim Utilisation. (c) No Interim Lender is obliged to participate in any Interim Term Facility Loan if as a result the Base Currency Amount of its share in that Interim Term Facility would exceed its Interim Commitments under that Interim Term Facility. (d) No Interim Lender is obliged to participate in any Interim Revolving Facility Utilisation if as a result the Base Currency Amount of its share in the outstanding Interim Revolving Facility Utilisations (other than to the extent due to be repaid or prepaid on or before the proposed Drawdown Date) would exceed its applicable Interim Revolving Facility Commitments. (e) Each Interim Loan may only be denominated in the currency or currencies in which the applicable Interim Facility is stated to be available under Clause 2.1 (The Interim Facilities) above, unless otherwise agreed in writing by all the Interim Lenders under the applicable Interim Facility. (f) If the applicable conditions set out in this Agreement have been met, each Interim Lender shall make its participation in each Interim Loan available to the Interim Facility Agent for the account of the Borrower by the Drawdown Date through its Facility Office.
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Samples: Commitment Letter
Advance of Interim Loans. (aA) The Interim Facility Agent must promptly notify each Interim Lender of the details of the requested Interim Loan and the amount of its share in that Interim Loan.
(bB) Each Interim Lender will participate in Subject to paragraph (E) of this Clause 6.3, the amount of each Interim Utilisation in Lender's share of an Interim Loan will be equal to the proportion which its relevant available Interim Commitment under the applicable Interim Facility bears to the Total aggregate of all of the relevant available Interim Commitments under that Interim Facility, immediately before on the making of that Interim Utilisationproposed Drawdown Date.
(cC) No Interim Lender is obliged to participate in any an Interim Term Loan in respect of a particular Interim Facility Loan if if, as a result the Base Currency Amount of its share in that Interim Term Facility would exceed its Interim Commitments under that Interim Term Facility.
(d) No Interim Lender is obliged to participate in any Interim Revolving Facility Utilisation if as a result the Base Currency Amount of result, its share in the outstanding Interim Loans would exceed its corresponding Interim Commitment in respect of the relevant Interim Facility or that Interim Loan (in the case of an Interim Revolving Facility Utilisations (Loan, when aggregated with all other than to the extent Interim Revolving Loans but taking into account any Interim Revolving Loans due to be repaid or prepaid on or before the proposed Drawdown Dateprior to such date) would exceed its applicable the aggregate of the Interim Term Facility Commitments or Interim Revolving Facility CommitmentsCommitments (as applicable) of all the Interim Lenders.
(eD) Each The currency of each Interim Loan may only shall be denominated in the currency or currencies in which the applicable Interim Facility is stated to be available under Clause 2.1 (The Interim Facilities) above, unless otherwise agreed in writing by all the Interim Lenders under the applicable Interim FacilityGBP.
(fE) If the applicable conditions set out in Notwithstanding any other provision of this Agreement have or any other Interim Document, in respect of any portion of an Interim Term Loan to be applied towards the consideration payable under the Acquisition in respect of the Target Shares to be consummated by way of an Offer and in respect of which (assuming the relevant Interim Term Loan has been metmade and relevant Target Shares acquired) the Company cannot initiate the Squeeze-Out, each Interim Lender the Company shall make its participation (notwithstanding any other terms of this Agreement) be required to confirm in each Interim Loan available the Drawdown Notice, on or prior to the relevant Drawdown Date, that the Maximum Facility Utilisation Condition will be met immediately following that Interim Facility Agent Term Loan being made and pro forma for the account acquisition of the Borrower by the Drawdown Date through its Facility Officerelevant Target Shares to be acquired in connection with that Interim Term Loan.
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Samples: Interim Facilities Agreement
Advance of Interim Loans. (a) The Interim Facility Agent must promptly notify each Interim Lender of the details of the requested Interim Loan and the amount of its share in that Interim Loan.
(b) Each Interim Lender will participate in each Interim Utilisation in the proportion which its Interim Commitment under the applicable Interim Facility bears to the Total Interim Commitments under that Interim Facility, immediately before the making of that Interim Utilisation.
(c) No Interim Lender is obliged to participate in any Interim Term Facility B Loan if as a result the Base Currency Amount of its share in that Interim Term Facility B would exceed its Interim Commitments under that Interim Term Facility.Facility B.
(d) No Interim Lender is obliged to participate in any Interim Revolving Facility Utilisation if as a result the Base Currency Amount of its share in the outstanding Interim Revolving Facility Utilisations (other than to the extent due to be repaid or prepaid on or before the proposed Drawdown Date) would exceed its applicable Interim Revolving Facility Commitments.
(e) Each Interim Loan may only be denominated in the currency or currencies in which the applicable Interim Facility is stated to be available under Clause 2.1 (The Interim Facilities) above, unless otherwise agreed in writing by all the Interim Lenders under the applicable Interim Facility.
(f) If the applicable conditions set out in this Agreement have been met, each Interim Lender shall make its participation in each Interim Loan available to the Interim Facility Agent for the account of the Borrower by the Drawdown Date through its Facility Office.
Appears in 1 contract
Samples: Commitment Letter
Advance of Interim Loans. (a) The Interim Facility Agent must promptly notify each Interim Lender of the details of the requested Interim Loan and the amount of its share in that Interim Loan.
(b) Each Interim Lender will participate in each Interim Utilisation Facility B Loan in the proportion which its Interim Commitment under the applicable Interim Facility bears to the Total Interim Commitments under that Interim Facility, immediately before the making of that Interim UtilisationFacility B Loan.
(c) No Each Interim Lender is obliged to will participate in any each Interim Term Revolving Facility Loan if as a result Utilisation in the Base Currency Amount proportion which its Interim Revolving Facility Commitment bears to the Total Interim Revolving Facility Commitments immediately before the making of its share in that Interim Term Revolving Facility would exceed its Interim Commitments under that Interim Term FacilityUtilisation.
(d) No Interim Lender is obliged to participate in any Interim Facility B Loan if as a result the Base Currency Amount of its share in the Interim Facility B Loan would exceed its Interim Commitments under the Interim Facility B.
(e) No Interim Lender is obliged to participate in any Interim Revolving Facility Utilisation Loan if as a result the Base Currency Amount of its share in the outstanding Interim Revolving Facility Utilisations (other than to the extent due to be repaid or prepaid on or before the proposed Drawdown Date) would exceed its applicable Interim Revolving Facility Commitments.
(ef) Each Interim Loan may only be denominated in the currency or currencies in which the applicable Interim Facility is stated to be available under Clause 2.1 (The Interim Facilities) above, unless otherwise agreed in writing by all the Interim Lenders under the applicable Interim Facility.
(fg) If the applicable conditions set out in this Agreement have been met, each applicable Interim Lender shall make its participation in each relevant Interim Loan available to the Interim Facility Agent for the account of the Borrower by 2.00 p.m. (in London) on the Drawdown Date through its Facility Office.
(h) If an Interim Pre-Funding Loan has been made:
(i) the Company shall notify the Interim Facility Agent promptly upon the occurrence of the Settlement Date (and, upon receipt of such notification, the Interim Facility Agent shall promptly notify the Interim Lenders of the same); and
(ii) if the Settlement Date has not occurred by 11:59 p.m. on the Proposed Settlement Date, then the relevant Borrower shall (unless the Settlement Date occurs on or prior to the Pre-Funding Repayment Date) repay or procure the repayment of the Pre-Funding Repayment Amount on or prior to the Pre-Funding Repayment Date (and, for the avoidance of doubt, no prior notice shall be required to be given in respect of such repayment).
(i) If an Interim Pre-Funding Loan has been made:
(i) this shall not constitute the occurrence of the "Interim Closing Date" and instead the "Interim Closing Date" shall be deemed to occur on the Settlement Date;
(ii) no original issue discount, arrangement fees, upfront fees, ticking fees, closing payments or other fees, costs or expenses shall be payable relating to any Interim Pre-Funding Loans during any period prior to the Settlement Date;
(iii) if any such fees or other amounts referred to in paragraph (ii) above have been paid, retained or deducted from the proceeds of any such pre-funding loans by or on behalf of the Interim Facility Agent or any Interim Lender or their Affiliates and the Settlement Date has not occurred on or prior to the Pre-Funding Repayment Date, then such fees or other amounts shall be immediately deemed to be refunded to the Interim Facility Agent for the account of the Borrower and applied towards repayment of such Interim Pre-Funding Loan; and
(iv) interest shall be payable on any Interim Pre-Funding Loan from the Pre-Funding Date for that Interim Pre-Funding Loan and shall be payable whether or not the Settlement Date occurs.
(j) Notwithstanding anything to the contrary in this Agreement (including Clause 7.1 (Repayment), if any part of Interim Facility B is repaid prior to the Settlement Date:
(i) no Interim Lender's Interim Facility B Commitment shall be reduced or cancelled by the amount repaid; and
(ii) each Interim Lender's Interim Facility B Commitment shall remain available for borrowing and/or reborrowing, as applicable, on one or more occasions in accordance with the terms of this Agreement subject to Clause 3.1 (Conditions Precedent).
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