Utilisation of the Facility. 8.1 Subject to the provisions of this Agreement and to the fulfilment or waiver of all of the Agreement Conditions Precedent and the Advance Conditions Precedent, the Borrower may utilise the Facility by delivering to the Lender, in respect of any Advance, a duly completed Drawing Notice. 8.2 Each Drawing Notice is irrevocable and will not be regarded as having been duly completed unless: 8.2.1 it is delivered to the Lender no later than 11h00 (Mauritius time) and no less than 3 (three) Business Days and no more than 5 (five) Business Days prior to the proposed Drawing Date; 8.2.2 the proposed Drawing Date is a Business Day within the Availability Period; 8.2.3 the currency of the proposed Advance is United States Dollars; 8.2.4 the amount of the proposed Advance must be a minimum amount of US$2 500 000 (Two Million Five Hundred Thousand United States Dollars) and in integral multiples of US$500 000 (Xxxx Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxx Dollars) and in any event not more than the Available Facility. 8.3 All proceeds of an Advance will be credited to the Proceeds Account on the relevant Drawing Date. 8.4 Only one Advance may be requested in each Drawing Notice. 8.5 No more than one Advance will be made by the Lender to the Borrower during any 1 (one) calendar month. 8.6 Notwithstanding anything to the contrary contained herein, the Lender shall not be obliged to make any Advance unless on the proposed Drawing Date: 8.6.1 no Event of Default or Potential Event of Default is continuing or would result from the making of the Advance; and 8.6.2 the Repeating Warranties are true and correct in all material respects. 8.7 The Borrower acknowledges and agrees that: 8.7.1 the Lender shall not be obliged to make any payment pursuant to any Drawing Notice unless and until the Borrower shall have complied strictly with the requirements in respect thereof as set out in this clause 8; and 8.7.2 any Drawing Notice signed by an authorised signatory on behalf of the Borrower shall be deemed to be a valid Drawing Notice issued by the Borrower and any Advances made pursuant to such Drawing Notice to the Borrower shall constitute valid Advances to the Borrower and constitute part of the Loan: 8.7.3 the Lender may validly act on all information, instructions and requests contained in the Drawing Notice, without any liability or responsibility to verify or check the accuracy of such information. 8.8 Upon the expiry of the Availability Period, the Available Facility shall be reduced to zero and the Borrower shall not be entitled to deliver any further Drawing Notices. 8.9 The Lender shall be entitled, in its sole discretion, to deduct the Drawdown Fee from the particular Advance to which such Drawdown Fee relates.
Appears in 2 contracts
Samples: Loan Agreement, Loan Agreement (Drdgold LTD)
Utilisation of the Facility. 8.1 Subject to the provisions of this Agreement and to the fulfilment or waiver of all of the Agreement Conditions Precedent and the Advance Conditions Precedent6.1 Save as otherwise provided herein, the Borrower may utilise the Facility by delivering to the Lender, in respect of any Advance, a duly completed Drawing Notice.
8.2 Each Drawing Notice is irrevocable and will not be regarded as having been duly completed unless:
8.2.1 it is delivered to the Lender no later than 11h00 (Mauritius time) and no less than 3 (three) Business Days and no more than 5 (five) Business Days prior to the proposed Drawing Date;
8.2.2 the proposed Drawing Date is a Business Day within the Availability Period;
8.2.3 the currency of the proposed Advance is United States Dollars;
8.2.4 the amount of the proposed Advance must be a minimum amount of US$2 500 000 (Two Million Five Hundred Thousand United States Dollars) and in integral multiples of US$500 000 (Xxxx Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxx Dollars) and in any event not more than the Available Facility.
8.3 All proceeds of an Advance will be credited to the Proceeds Account on the relevant Drawing Date.
8.4 Only one Advance may be requested in each Drawing Notice.
8.5 No more than one Advance will be made by the Lender Banks to the Borrower during any 1 if:
(onei) calendar month.
8.6 Notwithstanding anything not more than ten business days nor later than 10.00 a.m. on the first business day (in the case of an Advance to be made in Sterling) or later than 10.00 a.m. on the third business day (in the case of an Advance to be made in another Committed Currency or in an Optional Currency) before the proposed date for the making of such Advance, the Agent has received from the Borrower a Notice of Drawdown therefor, receipt of which shall oblige the Borrower to borrow the amount therein requested on the date therein stated upon the terms and subject to the contrary conditions contained herein;
(ii) the proposed date for the making of such Advance is a business day falling one month or more before the Final Maturity Date;
(iii) the relevant Notice of Drawdown states the currency of denomination of the Advance requested, which shall be a Committed Currency or an Optional Currency, provided that, if the Borrower selects an Optional Currency, the Lender shall Borrower may also select a Committed Currency which is to apply if its selection of such Optional Currency becomes ineffective pursuant to Clause 6.2;
(iv) upon the making of such Advance there will be no more than fifteen Advances then outstanding hereunder and the Loan will not be obliged to make any Advance unless on denominated in more than five Optional Currencies;
(v) the proposed Drawing Dateamount of such Advance is (a) a minimum amount of pound sterling 5,000,000 and an integral multiple of pound sterling 1,000,000 or (b) equal to the amount of the Available Facility (or, in either case, if the Advance is to be denominated in another Committed Currency or an Optional Currency, such comparable amount thereof as the Agent may from time to time specify following discussions with the Borrower);
(vi) the proposed Term of such Advance is a period of:
8.6.1 (a) one, two, three, six or nine months,
(b) (in the case of a Term relating to an Advance denominated in a Stage 3 Participating Currency which would otherwise extend beyond the Stage 3 Commencement Date) such duration that it shall end on such date, or
(vii) either:
(a) no Event of Default or Potential Event of Default is continuing outstanding or would result from the making of the Advance; and
8.6.2 (b) the Repeating Warranties representations set out in Clauses 16.1 and 16.2 are true on and correct in all material respectsas of the proposed date for the making of such Advance, or the Banks agree (notwithstanding any matter mentioned at (b) above or that an Event of Default is outstanding or would result from the making of the Advance) to the making of such Advance.
8.7 The 6.2 If the Borrower acknowledges and agrees thatrequests that an Advance be denominated in an Optional Currency but:
8.7.1 (i) no later than 12.00 noon on the Lender third business day preceding the first day of the Term of such Advance, any Bank notifies the Agent that it does not agree to such request; or
(ii) no later than 11.00 a.m. on the Quotation Date for such Advance, the Agent notifies the Borrower and the Banks that the Agent is of the opinion that it is not feasible for such Advance to be denominated in such Optional Currency, then, unless the Borrower and the Banks otherwise agree, such Advance shall not be obliged made unless the Borrower specified in the Notice of Drawdown in respect of such Advance that in such event such Advance should be denominated in a Committed Currency in which case such Advance shall be made in such Committed Currency in an amount equal to make any payment the Original Sterling Amount relating to such Notice of Drawdown.
6.3 If the date on which a Notice of Drawdown is delivered pursuant to any Drawing Notice unless and until the Borrower shall have complied strictly with the requirements in respect thereof as set out in this clause 8; and
8.7.2 any Drawing Notice signed by an authorised signatory on behalf of the Borrower shall be deemed to be Clause 6.1 is a valid Drawing Notice issued by the Borrower and any Advances made pursuant to such Drawing Notice to the Borrower shall constitute valid Advances to the Borrower and constitute part of the Loan:
8.7.3 the Lender may validly act on all information, instructions and requests contained in the Drawing Notice, without any liability or responsibility to verify or check the accuracy of such information.
8.8 Upon the expiry of the Availability PeriodCoverage Date, the Available Facility Coverage Ratio on such date shall be reduced to zero equal or exceed one hundred and fifteen per cent. (115%) and the Borrower shall not be entitled deliver to deliver any further Drawing Noticesthe Agent together with such Notice of Drawdown a certificate, dated the same date as the Notice of Drawdown, setting out, in reasonable detail, a computation of such Coverage Ratio.
8.9 The Lender shall be entitled, 6.4 Each Bank will participate through its Facility Office in each Advance made pursuant to Clause 6.1 in the proportion borne by its sole discretion, Available Commitment to deduct the Drawdown Fee from Available Facility immediately prior to the particular Advance making of that Advance.
6.5 If a Bank's Commitment is reduced in accordance with the terms hereof (other than pursuant to which such Drawdown Fee relates.INTEREST
Appears in 1 contract
Samples: Multicurrency Revolving Credit Facility Agreement (Mbna Corp)
Utilisation of the Facility. 8.1 Subject to the provisions of this Agreement and to the fulfilment or waiver of all of the Agreement Conditions Precedent and the Advance Conditions Precedent6.1 Save as otherwise provided herein, the Borrower may utilise from time to time request the making of an Advance under the Facility by delivering the delivery to the LenderAgent, in respect not more than ten nor less than four business days before the proposed date for the making of any such Advance, of a duly completed Drawing NoticeNotice of Drawdown therefor.
8.2 6.2 Each Drawing Notice is irrevocable and will not be regarded as having been duly completed unless:
8.2.1 it is of Drawdown delivered to the Lender no later than 11h00 Agent pursuant to Clause 6.1 shall be irrevocable and shall specify:
(Mauritius timei) and no less than 3 (three) Business Days and no more than 5 (five) Business Days prior to the proposed Drawing Datedate for the making of the Advance requested, which shall be a business day falling one month or more before the Final Maturity Date and which shall be at least five business days after the date upon which the previous Advance (if any) was made hereunder;
8.2.2 the proposed Drawing Date is a Business Day within the Availability Period;
8.2.3 (ii) the currency of denomination of the proposed Advance is United States Dollarsrequested, which shall be dollars or an Optional Currency Provided that, if the Borrower selects an Optional Currency, the Borrower may also select dollars to apply if its first selection becomes ineffective pursuant to Clause 6.5;
8.2.4 (iii) the amount of the proposed Advance must requested, which shall be a minimum Dollar Amount of $50,000,000 and integral multiple of $10,000,000 or an amount equal to the Available Facility and the Dollar Amount of US$2 500 000 which shall not exceed the Available Facility adjusted to take account of:
(Two Million Five Hundred Thousand United States Dollarsa) any reduction in the Commitment of a Bank scheduled to be made prior to the commencement of the Term in respect of the proposed Advance; and
(b) the Dollar Amounts of any Advances which are scheduled to be made or repaid on or before the date of drawdown of the proposed Advance;
(iv) the proposed Term of the Advance requested, which shall be a period of one, three or six months ending on or before the Final Maturity Date; and
(v) the account to which the proceeds of the proposed drawdown are to be paid.
6.3 The Agent shall, promptly after receipt by it of a Notice of Drawdown, notify the Banks of its receipt of such Notice of Drawdown specifying:
(i) the proposed date of drawdown;
(ii) the Dollar Amount, the currency and the Term of the proposed Advance; and
(iii) the participation of the relevant Bank in integral multiples of US$500 000 (Xxxx Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxx Dollars) and in any event such Advance.
6.4 The Borrower may not request more than the Available Facility.
8.3 All proceeds of an Advance will six (6) Advances to be credited to the Proceeds Account on the relevant Drawing Date.
8.4 Only one Advance outstanding at any time and may be requested in each Drawing Notice.
8.5 No not request more than one Advance will to be made by on any one day and may not deliver any Notice of Drawdown between the Lender date of any other Notice of Drawdown made hereunder and the proposed date of drawdown relating to such other Notice of Drawdown.
6.5 If the Borrower during requests that an Advance be denominated in an Optional Currency and:
(i) no later than 12.00 noon on the third business day preceding the first day of the Term of such Advance, any 1 Bank notifies the Agent that it does not agree to such request; or
(oneii) calendar month.
8.6 Notwithstanding anything to no later than 11.00 a.m. on the contrary contained hereinQuotation Date for such Advance, the Lender Agent notices the Borrower and the Banks that the Agent is of the opinion that it is not feasible for such Advance to be made in such Optional Currency; or
(iii) to give effect to such request would cause the Loan to be denominated in more than four (4) Optional Currencies, then, unless the Borrower and the Banks otherwise agree, such Advance shall not be obliged made unless the Borrower specified in the Notice of Drawdown in respect of such Advance that in such event such Advance should be denominated in dollars in which case such Advance shall be made in dollars in an amount equal to make any the Dollar Amount relating to such Notice of Drawdown.
6.6 If the Borrower requests an Advance unless in accordance with the preceding provisions of this Clause 6 and, on the proposed Drawing Datedate for the making of such Advance:
8.6.1 (i) neither of the events mentioned in Clauses 8(i) and 8(ii) shall have occurred;
(ii) the Dollar Amount of such Advance does not exceed the Available Facility; and
(iii) either:
(a) no Event of Default or Potential Event of Default is continuing or would result from has occurred; and
(b) the representations set out in Clause 15 (except sub-Clauses 15.2(v) and (viii)) are true on and as of the proposed date for the making of such Advance or each of the Banks agrees (notwithstanding any matter mentioned at (a) or (b) above) to participate in the making of such Advance; and
8.6.2 , then, save as otherwise provided herein, such Advance will be made in accordance with the Repeating Warranties are true and correct provisions hereof either in all material respectsdollars in an amount equal to the Dollar Amount requested or, if such Advance is to be denominated in an Optional Currency, in an amount which is the equivalent in such Optional Currency of the Dollar Amount requested, calculated as at the business day prior to the Quotation Date for such Advance (such equivalent amount to be notified by the Agent to the Banks promptly after its determination).
8.7 The Borrower acknowledges and agrees that:
8.7.1 the Lender shall not be obliged to make any payment pursuant to any Drawing Notice unless and until the Borrower shall have complied strictly with the requirements 6.7 Each Bank will participate through its Facility Office in respect thereof as set out in this clause 8; and
8.7.2 any Drawing Notice signed by an authorised signatory on behalf of the Borrower shall be deemed to be a valid Drawing Notice issued by the Borrower and any Advances each Advance made pursuant to such Drawing Notice to the Borrower shall constitute valid Advances to the Borrower and constitute part of the Loan:
8.7.3 the Lender may validly act on all information, instructions and requests contained this Clause 6 in the Drawing Notice, without any liability or responsibility proportion borne by its Available Commitment to verify or check the accuracy of such information.
8.8 Upon the expiry of the Availability Period, the Available Facility immediately prior to the making of that Advance.
6.8 If a Bank's Commitment is reduced in accordance with the terms hereof after the Agent has received the Notice of Drawdown for an Advance and such reduction was not taken into account pursuant to Clause 6.2(iii)(a), then both the Dollar Amount and the actual amount of that Advance shall be reduced to zero and the Borrower shall not be entitled to deliver any further Drawing Noticesaccordingly.
8.9 The Lender shall be entitled, in its sole discretion, to deduct the Drawdown Fee from the particular Advance to which such Drawdown Fee relates.
Appears in 1 contract
Samples: Multicurrency Revolving Credit Facility Agreement (Incentive Ab)
Utilisation of the Facility. 8.1 Subject to the provisions of this Agreement and to the fulfilment or waiver of all of the Agreement Conditions Precedent and the Advance Conditions Precedent6.01 Save as otherwise provided herein, the Borrower may utilise from time to time request the making of Advances under the Facility by delivering the delivery to the LenderPaying Agent, in respect not more than six nor less than three business days before the proposed date for the making of any such Advance, of a duly completed Drawing NoticeNotice of Drawdown therefor, provided that the first request may be made two days in advance prior to 09:30 hours Amsterdam time. Subject as herein provided, each Advance drawn hereunder shall be denominated in dollars.
8.2 6.02 Each Drawing Notice is irrevocable and will not be regarded as having been duly completed unless:
8.2.1 it is of Drawdown delivered to the Lender no later than 11h00 Paying Agent pursuant to Clause 6.01 shall be irrevocable and shall specify:
(Mauritius timea) and no less than 3 (three) Business Days and no more than 5 (five) Business Days prior to the proposed Drawing date for the making of such Advance, which shall be a business day falling one month or more before the Final Maturity Date;
8.2.2 the proposed Drawing Date is a Business Day within the Availability Period;
8.2.3 the currency of the proposed Advance is United States Dollars;
8.2.4 (b) the amount of the proposed Advance must requested, which shall be a minimum amount of US$2 500 000 $75,000,000, and which shall not exceed the Adjusted Available Facility;
(Two Million Five Hundred Thousand United States Dollarsc) and An Advance shall be made in integral multiples of US$500 000 $25,000,000; and
(Xxxx Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxx Dollarsd) and the proposed Term of the Advance requested, which shall be a period of one, two, three or six months ending on or before the Final Maturity Date.
6.03 If the Borrower requests an Advance in any event accordance with the preceding provisions of this Clause 6 and, on the proposed date for the making of such Advance:
(a) the amount of such Advance does not exceed the Adjusted Available Facility;
(b) not more than the Available Facility.
8.3 All proceeds of an Advance three Advances (including such Advance) will be credited drawn on each date;
(c) the total number of Advances outstanding (including such Advance when made) does not exceed five; and
(d) no event has occurred which is or may become (with the passage of time, the giving of notice, the making of any determination hereunder or any combination thereof) one of those events mentioned in Clause 18, or the Bank agrees (notwithstanding that such event has occurred) to the Proceeds Account on the relevant Drawing Date.
8.4 Only one Advance may be requested in each Drawing Notice.
8.5 No more than one make such Advance, then, save as otherwise provided herein, such Advance will be made in accordance with the provisions hereof.
6.04 Upon receipt of a Notice of Drawdown, the Paying Agent shall give to each Bank prompt notice thereof by telephone (confirmed immediately by telefax or telex), telefax, or telex. Each Bank through its Facility Office shall on the Lender date of such Advance, make available in an account of the Paying Agent, with __________________ New York, 574-070002941 Chips 958, in same day funds, such Bank's ratable portion of such Advance. After the Paying Agent's receipt of such funds, the Paying such Advance. After the Paying Agent's receipt of such funds, the Paying Agent will make such funds available to the Borrower during any 1 (one) calendar monthin same day funds at the Borrower's account with __________________ New York Branch, 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000 account number 45 60 57 79 01 41.
8.6 Notwithstanding anything 6.05 Unless the Paying Agent shall have received notice from a Bank prior to the contrary contained hereindate of any Advance that such Bank will not make available such Bank's ratable portion of such Advance, the Lender shall not be obliged Paying Agent may assume that such Bank has made such portion available to make any Advance unless the Paying Agent on the proposed Drawing Date:
8.6.1 no Event date of Default or Potential Event of Default is continuing or would result from such Advance in accordance with clause 6.03 and the making of the Advance; and
8.6.2 the Repeating Warranties are true and correct Paying Agent may, in all material respects.
8.7 The Borrower acknowledges and agrees that:
8.7.1 the Lender shall not be obliged to reliance upon such assumption, make any payment pursuant to any Drawing Notice unless and until the Borrower shall have complied strictly with the requirements in respect thereof as set out in this clause 8; and
8.7.2 any Drawing Notice signed by an authorised signatory on behalf of the Borrower shall be deemed to be a valid Drawing Notice issued by the Borrower and any Advances made pursuant to such Drawing Notice available to the Borrower on such date a corresponding amount. If and to the extent such Bank shall constitute valid Advances not have so made such ratable portion available to the Paying Agent, such Bank and the Borrower severally agree to repay to the Paying Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Paying Agent at (i) in the case of the Borrower, the interest rate applicable to the relevant Advance and (ii) in the case of such Bank, the rate per annum at which call deposits in dollars are offered by the principal London office of the Paying Agent to prime banks in the London Interbank Market for such day. If such Bank shall repay to the Paying Agent such corresponding amount, such amount so repaid shall constitute such Bank's part of the Loan:
8.7.3 Advance for the Lender may validly act on all information, instructions and requests contained in the Drawing Notice, without any liability or responsibility to verify or check the accuracy purposes of such informationthis Agreement.
8.8 Upon the expiry of the Availability Period, the Available Facility shall be reduced to zero and the Borrower shall not be entitled to deliver any further Drawing Notices.
8.9 The Lender shall be entitled, in its sole discretion, to deduct the Drawdown Fee from the particular Advance to which such Drawdown Fee relates.
Appears in 1 contract
Samples: Revolving Credit Facility Agreement (Wolters Kluwer Nv /Adr/)
Utilisation of the Facility. 8.1 Subject to the provisions of this Agreement and to the fulfilment or waiver of all of the Agreement 3.1 Utilisation Conditions Precedent and the Advance Conditions PrecedentSave as otherwise provided herein, the Borrower may utilise the Facility by delivering to the Lender, in respect of any Advance, a duly completed Drawing Notice.
8.2 Each Drawing Notice is irrevocable and will not be regarded as having been duly completed unless:
8.2.1 it is delivered to the Lender no later than 11h00 (Mauritius time) and no less than 3 (three) Business Days and no more than 5 (five) Business Days prior to the proposed Drawing Date;
8.2.2 the proposed Drawing Date is a Business Day within the Availability Period;
8.2.3 the currency of the proposed Advance is United States Dollars;
8.2.4 the amount of the proposed Advance must be a minimum amount of US$2 500 000 (Two Million Five Hundred Thousand United States Dollars) and in integral multiples of US$500 000 (Xxxx Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxx Dollars) and in any event not more than the Available Facility.
8.3 All proceeds of an Advance will be credited to the Proceeds Account on the relevant Drawing Date.
8.4 Only one Advance may be requested in each Drawing Notice.
8.5 No more than one Advance will be made by the Lender Bank to any Borrower or a Letter of Credit will be issued by the Bank on a request by the Parent if:
3.1.1 not less than three (3) (or, if such Advance or Letter of Credit is to be denominated in sterling, two (2)) Business Days before the proposed date for the making of such Advance or the issuing of the Letter of Credit, the Parent has delivered to the Borrower during any 1 Bank a completed Utilisation Request therefor;
3.1.2 the Utilisation Date is a Business Day which is or precedes the Termination Date;
3.1.3 the Utilisation Date is not less than five (one5) calendar month.Business Days after the date upon which the Facility was previously utilised;
8.6 Notwithstanding anything 3.1.4 (in respect of an Advance) the proposed Original Dollar Amount of such Advance is a minimum amount of $1,000,000 and in multiples of $500,000 (or, if less, equal to the contrary contained hereinAvailable Facility);
3.1.5 (in respect of a Letter of Credit) the Bank has approved the terms of the Letter of Credit (which, unless the Bank otherwise agrees in writing, shall be substantially in the form set out in Schedule 9 (Form of Letter of Credit)), the Lender shall purpose of its issue and the identity of the beneficiary;
3.1.6 (in respect of a Letter of Credit) the proposed Original Dollar Amount of such Letter of Credit does not be obliged to make any Advance unless exceed the Available Letter of Credit Facility on the Utilisation Date, and when aggregated with each other Letter of Credit then in issue and Advance outstanding does not exceed the Available Facility on the Utilisation Date;
3.1.7 the proposed Drawing Original Dollar Amount of such Advance does not exceed the Available Facility on the Utilisation Date:;
8.6.1 3.1.8 (in respect of a Letter of Credit) the proposed Term is a period not exceeding twelve (12) months, ending on or before the Repayment Date;
3.1.9 (in respect of an Advance) the interest rate applicable to such Advance during its first Interest Period would not fall to be determined pursuant to Clause 8.1 (Market Disruption, Substitute Interest Period and Interest Rate); and
3.1.10 on and as of the proposed Utilisation Date, (a) no Potential Event of Default or Potential Event of Default has occurred which is continuing and has not been waived or would result from the making of such Advance or issue of such Letter of Credit; (b) no petition has been presented (which remains outstanding) for the Advancewinding up of the Borrower wishing to borrow an Advance or have the Letter of Credit issued; and
8.6.2 and (c) the Repeating Warranties Repeated Representations are true and correct in all material respects.
8.7 The Borrower acknowledges respects on and agrees that:
8.7.1 the Lender shall not be obliged to make any payment pursuant to any Drawing Notice unless and until the Borrower shall have complied strictly with the requirements in respect thereof as set out in this clause 8; and
8.7.2 any Drawing Notice signed by an authorised signatory on behalf of the Borrower shall be deemed to be a valid Drawing Notice issued by the Borrower and any Advances made pursuant to such Drawing Notice to the Borrower shall constitute valid Advances to the Borrower and constitute part of the Loan:
8.7.3 the Lender may validly act on all information, instructions and requests contained in the Drawing Notice, without any liability or responsibility to verify or check the accuracy of such informationUtilisation Date.
8.8 Upon the expiry of the Availability Period, the Available Facility shall be reduced to zero and the Borrower shall not be entitled to deliver any further Drawing Notices.
8.9 The Lender shall be entitled, in its sole discretion, to deduct the Drawdown Fee from the particular Advance to which such Drawdown Fee relates.
Appears in 1 contract
Samples: Multicurrency Term Facility Agreement (London Pacific Group LTD)
Utilisation of the Facility. 8.1 Subject 6.1 Save as otherwise provided herein, any Borrower (being, in the case of a Utilisation by means of Bills, incorporated in the United Kingdom) may from time to time utilise the Facility by means of Advances (other than Swing-Line Advances which are dealt with in Clause 6.4 and Competitive Advances which are dealt with in Clause 8) or Bills (other than Competitive Bills which are dealt with in Clause 8) by delivering to the provisions Facility Agent by no later than the specified time a duly completed Utilisation Request therefor.
6.2 Each Utilisation Request delivered to the Facility Agent pursuant to Clause 6.1 shall be irrevocable and shall specify:
(i) whether the Utilisation is to be by means of Advances or Bills;
(ii) the proposed Utilisation Date which shall be a business day;
(iii) in the case of a Utilisation Request for Advances, the currency of denomination of the proposed Advances, which shall be sterling or an Optional Currency;
(iv) the Requested Amount which shall be:
(a) in the case of a Utilisation by means of Advances denominated in sterling or Bills, an amount which does not exceed the Available Facility for such Utilisation and which, if less than the Available Facility for such Utilisation, is a minimum amount of (Pounds)10,000,000 and an integral multiple of (Pounds)1,000,000 (or such other integral multiple as PLC and the Facility Agent may agree); and
(b) in the case of a Utilisation by means of Advances denominated in an Optional Currency, an amount in such Optional Currency, the Sterling Amount of which does not exceed the Available Facility for such Utilisation, and which, if the Sterling Amount is less than the Available Facility for such Utilisation, is in a minimum Sterling Amount of (Pounds)10,000,000 and is an integral multiple of 1,000,000 of the largest currency unit of such Optional Currency (or such other integral multiple as PLC and the Facility Agent may agree);
(v) the Term or Tenor in question, being:
(a) in respect of Advances (and subject to Clause 7.2), a period of 14 days, one, two, three, four, five or six months (or such other period as may be agreed between the Banks and the relevant Borrower);
(b) in respect of Bills, a period of between 7 days and 187 days, which will begin on the proposed Utilisation Date and end on a business day which is or precedes the Termination Date; and
(vi) the account to which the proceeds of the proposed Utilisation are to be paid.
6.3 If and whenever, on the occasion of a Utilisation, the Banks are required to make Advances or accept Bills pursuant to the foregoing Clauses of this Agreement and to Clause 6, the fulfilment or waiver of all aggregate principal Sterling Amount of the Agreement Conditions Precedent and Advances to be so made or, as the Advance Conditions Precedentcase may be, the aggregate face amount of the Bills to be so accepted shall be allocated to, and apportioned among, the Banks rateably to their respective Available Commitments for such Utilisation.
6.4 Save as otherwise provided herein, any Borrower may utilise from time to time request the making of a Dollar Swing-Line Advance or a Sterling Swing-Line Advance under the Facility by delivering to the LenderFacility Agent (with a copy to the Dollar Swing-Line Agent or, as the case may be, the Sterling Swing-Line Agent) a duly completed Utilisation Request therefor by no later than the specified time.
6.5 Each Utilisation Request delivered pursuant to Clause 6.4 shall be irrevocable and shall specify:
(i) whether the Utilisation is to be by means of Dollar Swing-Line Advances or Sterling Swing-Line Advances;
(ii) the proposed Utilisation Date which shall be a business day;
(iii) the Requested Amount (a) the Sterling Amount of which shall be an amount which does not exceed the Available Swing-Line Facility for such Utilisation and (b) which shall be a minimum of Pounds 10,000,000 (or, in the case of a Dollar Swing-Line Advance, $10,000,000) and an integral multiple of Pounds 1,000,000 (or, in the case of a Dollar Swing-Line Advance, $1,000,000) (or, in each case, such other integral multiple as PLC and the Facility Agent may agree);
(iv) the Term (which shall not exceed 7 days and which shall begin on the proposed Utilisation Date and end on a business day which is or which precedes the Termination Date); and
(v) the account to which the proceeds of the proposed Utilisation are to be paid.
6.6 In respect of each Utilisation by means of Dollar Swing-Line Advances, each Swing-Line Bank shall (subject as provided in Clause 13), no later than the specified time on the Utilisation Date relating thereto:
(i) through its Facility Office make, or procure to be made, its Dollar Swing-Line Advance available to the Dollar Swing-Line Agent in accordance with Clause 6.8; and
(ii) advise the Dollar Swing-Line Agent by telephone or telex of the Federal Reserve Bank wire number effecting the transfer required by (i) above.
6.7 In respect of each Utilisation by means of Sterling Swing-Line Advances, each Swing-Line Bank shall (subject as provided in Clause 13), no later than the specified time on the Utilisation Date relating thereto through its Facility Office make, or procure to be made, its Sterling Swing-Line Advance available to the Sterling Swing-Line Agent in accordance with Clause 6.8.
6.8 Each Swing-Line Bank will participate through its Facility Office in each Swing-Line Advance made pursuant to this Clause 6 in the proportion borne by its Available Swing-Line Commitment to the Available Swing-Line Facility immediately prior to making the Swing-Line Advance.
6.9 Each Bank shall in respect of any AdvanceUtilisation hereunder, subject to the terms hereof, be obliged, through its Facility Office, to make an Advance or, subject to Clause 7, accept a Xxxx on the proposed Utilisation Date in a principal amount or, as the case may be, a duly completed Drawing Noticeface amount equal to the amount allocated to it pursuant to this Clause 6.
8.2 Each Drawing Notice is irrevocable 6.10 The Facility Agent in the case of Advances (other than Swing-Line Advances) and will Bills, the Dollar Swing-Line Agent in the case of Dollar Swing-Line Advances and the Sterling Swing-Line Agent in the case of Sterling Swing-Line Advances, shall not be regarded later than the specified time notify each Bank of the principal amount or, as having the case may be, the face amount allocated to it pursuant to this Clause 6.
6.11 If a Bank has been duly completed unless:
8.2.1 notified pursuant to Clause 6.10 that it is delivered to the Lender accept Bills, it may, no later than 11h00 (Mauritius the specified time) and no less than 3 (three) Business Days and no more than 5 (five) Business Days prior , notify the Facility Agent that it does not wish the Facility Agent to arrange for the proposed Drawing Date;discounting of the Bills in question.
8.2.2 6.12 If a Bank's Commitment or Swing-Line Commitment is reduced, in accordance with the proposed Drawing Date is terms hereof, after the Facility Agent has received a Business Day within the Availability Period;
8.2.3 the currency Utilisation Request or made an allocation hereunder then such part of the proposed Advance Utilisation as is United States Dollars;
8.2.4 attributable to that Bank and exceeds its Available Commitment or, as the case may be, its Available Swing-Line Commitment, (as so reduced) shall not be made and the amount of the proposed Advance must be a minimum amount of US$2 500 000 (Two Million Five Hundred Thousand United States Dollars) and in integral multiples of US$500 000 (Xxxx Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxx Dollars) and in any event not more than the Available Facility.
8.3 All proceeds of an Advance will be credited to the Proceeds Account on the relevant Drawing Date.
8.4 Only one Advance may be requested in each Drawing Notice.
8.5 No more than one Advance will be made by the Lender to the Borrower during any 1 (one) calendar month.
8.6 Notwithstanding anything to the contrary contained herein, the Lender shall not be obliged to make any Advance unless on the proposed Drawing Date:
8.6.1 no Event of Default or Potential Event of Default is continuing or would result from the making of the Advance; and
8.6.2 the Repeating Warranties are true and correct in all material respects.
8.7 The Borrower acknowledges and agrees that:
8.7.1 the Lender shall not be obliged to make any payment pursuant to any Drawing Notice unless and until the Borrower shall have complied strictly with the requirements in respect thereof as set out in this clause 8; and
8.7.2 any Drawing Notice signed by an authorised signatory on behalf of the Borrower shall be deemed to be a valid Drawing Notice issued by the Borrower and any Advances made pursuant to such Drawing Notice to the Borrower shall constitute valid Advances to the Borrower and constitute part of the Loan:
8.7.3 the Lender may validly act on all information, instructions and requests contained in the Drawing Notice, without any liability or responsibility to verify or check the accuracy of such information.
8.8 Upon the expiry of the Availability Period, the Available Facility Utilisation shall be reduced to zero and the Borrower shall not be entitled to deliver any further Drawing Noticesaccordingly.
8.9 The Lender shall be entitled, in its sole discretion, to deduct the Drawdown Fee from the particular Advance to which such Drawdown Fee relates.
Appears in 1 contract
Samples: Multicurrency Multi Option Facility Agreement (Pearson Merger Co Inc)
Utilisation of the Facility. 8.1 Subject to the provisions of this Agreement and to the fulfilment or waiver of all of the Agreement Conditions Precedent and the Advance Conditions Precedent6.1 Save as otherwise provided herein, the Borrower may utilise from time to time request the making of an Advance under the Facility by delivering the delivery to the LenderAgent, not earlier than the tenth nor later than 10 a.m. on the fourth (10 a.m. on the third in the case of an Advance to be denominated in dollars) business day before the proposed date for the making of such Advance, of a duly completed Notice of Drawdown therefor.
6.2 Each Notice of Drawdown delivered to the Agent pursuant to Clause 6.1 shall be irrevocable and shall specify:
(i) the proposed date for the making of the Advance requested, which shall be a business day falling one month or more before the Final Maturity Date and which shall be at least five business days after the date upon which the previous Advance (if any) was made hereunder;
(ii) the currency of denomination of the Advance requested, which shall be dollars or an Optional Currency Provided that, if the Borrower selects an Optional Currency, the Borrower may also select dollars to apply if its first selection becomes ineffective pursuant to Clause 6.5;
(iii) the amount of the Advance requested, which shall be a minimum Dollar Amount of $50,000,000 and an integral multiple of $10,000,000 or an amount equal to the Available Facility and the Dollar Amount of which shall not exceed the Available Facility adjusted to take account of:
(a) any reduction in the Commitment of a Bank scheduled to be made prior to the commencement of the Term in respect of the proposed Advance; and
(b) the Dollar Amounts of any Advances which are scheduled to be made or repaid on or before the date of drawdown of the proposed Advance;
(iv) the proposed Term of the Advance requested, which shall be a duly completed Drawing Noticeperiod of one, three or six months ending on or before the Final Maturity Date; and
(v) the account to which the proceeds of the proposed drawdown are to be paid.
8.2 Each Drawing 6.3 The Agent shall, promptly after receipt by it of a Notice is irrevocable and will not be regarded as having been duly completed unlessof Drawdown, notify the Banks of its receipt of such Notice of Drawdown specifying:
8.2.1 it is delivered to the Lender no later than 11h00 (Mauritius timei) and no less than 3 (three) Business Days and no more than 5 (five) Business Days prior to the proposed Drawing Datedate of drawdown;
8.2.2 (ii) the Dollar Amount, the currency and the Term of the proposed Drawing Date is a Business Day within Advance; and
(iii) the Availability Period;
8.2.3 participation of the currency of relevant Bank in such Advance expressed in dollars and (where the proposed Advance is United States Dollars;
8.2.4 to be denominated in an Optional Currency) not later than 2:00 p.m. on the amount third business day preceding the first day of the proposed Advance must be a minimum amount Term of US$2 500 000 (Two Million Five Hundred Thousand United States Dollars) and such Advance, expressed in integral multiples of US$500 000 (Xxxx Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxx Dollars) and in any event the relevant Optional Currency.
6.4 The Borrower may not request more than the Available Facility.
8.3 All proceeds of an Advance will eight (8) Advances to be credited to the Proceeds Account on the relevant Drawing Date.
8.4 Only one Advance outstanding at any time and may be requested in each Drawing Notice.
8.5 No not request more than one Advance will to be made by on any one day and may not deliver any Notice of Drawdown between the Lender date of any other Notice of Drawdown made hereunder and the proposed date of drawdown relating to such other Notice of Drawdown.
6.5 If the Borrower during requests that an Advance be denominated in an Optional Currency and:
(i) no later than 12:00 noon on the third business day preceding the first day of the Term of such Advance, any 1 Bank notifies the Agent that it does not agree to such request; or
(oneii) calendar month.
8.6 Notwithstanding anything to no later than 11:00 a.m. on the contrary contained hereinQuotation Date for such Advance, the Lender Agent notifies the Borrower and the Banks that the Agent is of the opinion that it is not feasible for such Advance to be made in such Optional Currency; or
(iii) to give effect to such request would cause the Loan to be denominated in more than six (6) different currencies, then, unless the Borrower and the Banks otherwise agree, such Advance shall not be obliged made unless the Borrower specified in the Notice of Drawdown in respect of such Advance that in such event such Advance should be denominated in dollars in which case such Advance shall be made in dollars in an amount equal to make any the Dollar Amount relating to such Notice of Drawdown.
6.6 If the Borrower requests an Advance unless in accordance with the preceding provisions of this Clause 6 and, on the proposed Drawing Datedate for the making of such Advance:
8.6.1 (i) neither of the events mentioned in Clauses 8(i) and 8(ii) shall have occurred;
(ii) the Dollar Amount of such Advance does not exceed the Available Facility; and
(iii) either:
(a) no Event of Default or Potential Event of Default is continuing or would result from has occurred; and
(b) the representations set out in Clause 15 (except sub-Clauses 15.2(v), (viii) and (xiv)) are true on and as of the proposed date for the making of such Advance or each of the Banks agrees (notwithstanding any matter mentioned at (a) or (b) above) to participate in the making of such Advance; and
8.6.2 the Repeating Warranties are true and correct . Except as otherwise provided herein, such Advance will be made in all material respects.
8.7 The Borrower acknowledges and agrees that:
8.7.1 the Lender shall not be obliged to make any payment pursuant to any Drawing Notice unless and until the Borrower shall have complied strictly accordance with the requirements provisions [____________] in respect thereof as set out dollars in this clause 8; and
8.7.2 any Drawing Notice signed by an authorised signatory on behalf amount equal to the Dollar Amount requested or, if such Advance is to be denominated in an Optional Currency, in an amount which is the equivalent in such Optional Currency of the Borrower shall be deemed Dollar Amount requested, calculated as at the business day prior to the Quotation [_________] such Advance (such equivalent amount to be a valid Drawing Notice issued notified by the Borrower and any Advances Agent to the Banks promptly [__________] determination). Each Bank will participate through its Facility Office in each Advance made pursuant to such Drawing Notice to the Borrower shall constitute valid Advances to the Borrower and constitute part of the Loan:
8.7.3 the Lender may validly act on all information, instructions and requests contained this [_________] in the Drawing Notice, without any liability or responsibility proportion borne by its Available Commitment to verify or check the accuracy of such information.
8.8 Upon the expiry of the Availability Period, the Available Facility shall immediately [__________] the making of that Advance. If a Bank's Commitment is reduced in accordance with the terms hereof after the Agent has received the Notice of Drawdown for an Advance and such reduction was not taken into account pursuant to Clause 6.2(iii)(a), then both the Dollar Amount and the actual amount of that Advance will be reduced to zero and the Borrower shall not be entitled to deliver any further Drawing Noticesaccordingly.
8.9 The Lender shall be entitled, in its sole discretion, to deduct the Drawdown Fee from the particular Advance to which such Drawdown Fee relates.
Appears in 1 contract
Samples: Multicurrency Revolving Credit Facility Agreement (Incentive Ab)
Utilisation of the Facility. 8.1 Subject 6.1 Save as otherwise provided herein, an Advance will be made to the provisions Borrower or Bills will be accepted by the Banks if:
6.1.1 not more than ten business days nor later than 10.00 a.m. on the first business day (in the case of this Agreement and Bills or an Advance to be made in Sterling) or later than 10.00 a.m. on the fulfilment third business day (in the case of an Advance to be made in another Committed Currency or waiver of all in an Optional Currency) before the proposed Utilisation Date, the Agent has received from the Borrower a Utilisation Request therefor which specifies whether the Utilisation is to be by way of the Agreement Conditions Precedent and drawing of an Advance or the acceptance of Bills;
6.1.2 the proposed Utilisation Date is a business day falling before (in the case of Bills, seven days before) the Final Maturity Date;
6.1.3 in relation to an Advance, the relevant Utilisation Request states the currency of denomination of the Advance Conditions Precedentrequested, which shall be a Committed Currency or an Optional Currency, provided that, if the Borrower selects an Optional Currency, the Borrower may utilise also select a Committed Currency which is to apply if its selection of such Optional Currency becomes ineffective pursuant to Clause 6.2;
6.1.4 upon the Facility by delivering to making of the Lenderrelevant Utilisation there will be no more than fifteen Utilisations then outstanding hereunder and, in respect the case of any an Advance, a duly completed Drawing Notice.
8.2 Each Drawing Notice is irrevocable and the Loan will not be regarded as having been duly completed unless:
8.2.1 it is delivered to the Lender no later than 11h00 (Mauritius time) and no less than 3 (three) Business Days and no denominated in more than 5 (five) Business Days prior five Optional Currencies;
6.1.5 in relation to an Advance, the proposed Drawing Date;
8.2.2 the proposed Drawing Date is a Business Day within the Availability Period;
8.2.3 the currency amount of the proposed such Advance is United States Dollars;
8.2.4 (a) a minimum amount of £5,000,000 and an integral multiple of £1,000,000 or (b) equal to the amount of the Available Facility (or, in either case, if the Advance is to be denominated in another Committed Currency or an Optional Currency, such comparable amount thereof as the Agent may from time to time specify following discussions with the Borrower) or, in relation to Bills, the proposed Advance must be aggregate face amount of such Bills is a minimum amount of US$2 500 000 (Two Million Five Hundred Thousand United States Dollars) £5,000,000 and in an integral multiples multiple of US$500 000 (Xxxx Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxx Dollars) and £1,000,000, in any event such case not more than exceeding the Available Facility.;
8.3 All proceeds 6.1.6 in relation to an Advance, the proposed Term of an such Advance will is a period of one, two, three, six or nine months, or such other period as may be credited to agreed between the Proceeds Account Borrower and the Agent (acting on the relevant Drawing Date.
8.4 Only one Advance may be requested instructions of the Banks) which, in each Drawing Notice.such case, ends on a day which is or precedes the Final Maturity Date;
8.5 No more than one Advance will be made by the Lender 6.1.7 in relation to the Borrower during any 1 (one) calendar month.
8.6 Notwithstanding anything to the contrary contained hereinBills, the Lender shall not be obliged to make any Advance unless proposed Tenor of such Bills is a period of between 7 days and 187 which ends on a day which is or precedes the proposed Drawing Final Maturity Date; and
6.1.8 either:
8.6.1 (a) no Event of Default or Potential Event of Default is continuing outstanding or would result from the making of the AdvanceAdvance or the acceptance of the Bills; and
8.6.2 (b) the Repeating Warranties representations set out in Clauses 17.1 and 17.2 are true on and correct in all material respectsas of the proposed Utilisation Date, or the Banks agree (notwithstanding any matter mentioned at (b) above or that a Default is outstanding or would result from the Utilisation) to the making of such Utilisation.
8.7 The 6.2 If the Borrower acknowledges and agrees thatrequests that an Advance be denominated in an Optional Currency but:
8.7.1 6.2.1 no later than 12.00 noon on the Lender third business day preceding the first day of the Term of such Advance, any Bank notifies the Agent that it does not agree to such request; or
6.2.2 no later than 11.00 a.m. on the Quotation Date for such Advance, the Agent notifies the Borrower and the Banks that the Agent is of the opinion that it is not feasible for such Advance to be denominated in such Optional Currency, then, unless the Borrower and the Banks otherwise agree, such Advance shall not be obliged made unless the Borrower specified in the Utilisation Request in respect of such Advance that in such event such Advance should be denominated in a Committed Currency in which case such Advance shall be made in such Committed Currency in an amount equal to the Original Sterling Amount relating to such Utilisation Request.
6.3 Each Bank will participate through its Facility Office in each Utilisation in the proportion borne by its Available Commitment to the Available Facility immediately prior to the making of that Utilisation.
6.4 If a Bank’s Commitment is reduced in accordance with the terms hereof (other than pursuant to Clause 33) after the Agent has received the Utilisation Request, then both the Original Sterling Amount and the actual amount of the relevant Advance or Utilisation of Bills shall be reduced accordingly.
6.5 If the Borrower requests a Utilisation by way of Bills and a Bank is either not an Eligible Bank or is unable to accept Bills, that Bank may by no later than 3.00 p.m. on the business day prior to the proposed Utilisation Date notify the Agent that it is unable to accept Bills whereupon the Agent shall promptly (and, in any event, by no later than 9.30 a.m. on the Utilisation Date) notify the Borrower.
6.6 If a Bank gives notice pursuant to Clause 6.5, or if it has otherwise delivered a prior written notice to the Agent that it is either not an Eligible Bank or is unable to accept Bills hereunder it shall (subject to the other provisions of this Clause) be required to make any payment an Advance to the Borrower in Sterling in an amount equal to the aggregate face amount of the Bills it would otherwise have accepted and with an equivalent Term to the Tenor. Any Advance made pursuant to any Drawing Notice unless and until this Clause 6.6 shall not be taken into account for the Borrower shall have complied strictly with purpose of the requirements in respect thereof as limit set out in this clause 8; and
8.7.2 any Drawing Notice signed by an authorised signatory on behalf of the Borrower shall be deemed to be a valid Drawing Notice issued by the Borrower and any Advances made pursuant to such Drawing Notice to the Borrower shall constitute valid Advances to the Borrower and constitute part of the Loan:
8.7.3 the Lender may validly act on all information, instructions and requests contained in the Drawing Notice, without any liability or responsibility to verify or check the accuracy of such informationClause 6.1.4.
8.8 Upon the expiry of the Availability Period, the Available Facility shall be reduced to zero and the Borrower shall not be entitled to deliver any further Drawing Notices.
8.9 The Lender shall be entitled, in its sole discretion, to deduct the Drawdown Fee from the particular Advance to which such Drawdown Fee relates.
Appears in 1 contract
Samples: Multicurrency Revolving Credit and Sterling Acceptance Facility Agreement (Mbna Corp)
Utilisation of the Facility. 8.1 Subject to the provisions of this Agreement and to the fulfilment or waiver of all of the Agreement Conditions Precedent and the Advance Conditions Precedent5.1 Save as otherwise provided herein, the Borrower may utilise from time to time request the making of an Advance under the Facility by delivering the delivery to the LenderBank, in respect of any not later than 11.00 a.m. on the business day before the Quotation Date for the proposed Advance, of a duly completed Drawing NoticeNotice of Drawdown.
8.2 5.2 Each Drawing Notice is irrevocable and will not be regarded as having been duly completed unless:
8.2.1 it is of Drawdown delivered to the Lender no later than 11h00 Bank pursuant to Clause 5.1 shall be irrevocable and shall specify:
(Mauritius timei) and no less than 3 (three) Business Days and no more than 5 (five) Business Days prior to the proposed Drawing date for the making of the Advance requested, which shall be any business day falling before the Termination Date;
8.2.2 the proposed Drawing Date is a Business Day within the Availability Period;
8.2.3 the currency of the proposed Advance is United States Dollars;
8.2.4 (ii) the amount of the Advance requested, which shall be an amount or integral multiple of euro 10,000,000 which shall not exceed the Availability Facility;
(iii) the proposed Term of the Advance must requested, which shall be a minimum amount period of US$2 500 000 one, three or six months or such other period as the Bank (Two Million Five Hundred Thousand United States Dollarsin its absolute discretion) and may agree, provided that the Repayment Date shall be no later than the Termination Date; and
(iv) the account to which the proceeds of the proposed drawdown are to be paid.
5.3 If the Borrower requests an Advance in integral multiples accordance with the preceding provisions of US$500 000 this Clause 5 and, on the proposed date for the making of such Advance:
(Xxxx Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxx Dollarsi) and the event mentioned in any event Clause 7 shall not more than have occurred;
(ii) the Amount of such Advance does not exceed the Available Facility.;
8.3 All proceeds of an Advance will be credited to the Proceeds Account on the relevant Drawing Date.
8.4 Only one Advance may be requested in each Drawing Notice.
8.5 No more than one Advance will be made by the Lender to the Borrower during any 1 (oneiii) calendar month.
8.6 Notwithstanding anything to the contrary contained herein, the Lender shall not be obliged to make any Advance unless on the proposed Drawing Dateeither:
8.6.1 (1) no Event of Default or Potential Event of Default has occurred and is continuing or would result from continuing; and
(2) the representations set out in Clause 14 are true on and as of the proposed date for the making of the such Advance; andor
8.6.2 (b) the Repeating Warranties are true and correct in all material respects.
8.7 The Borrower acknowledges and Bank agrees that:
8.7.1 the Lender shall not be obliged (notwithstanding any matter mentioned at (1) or (2) above to make any payment pursuant to any Drawing Notice unless and until the Borrower shall have complied strictly such Advance, then, save as otherwise provided herein, such Advance will be made in accordance with the requirements in respect thereof as set out in this clause 8; and
8.7.2 any Drawing Notice signed by an authorised signatory on behalf of the Borrower shall be deemed to be a valid Drawing Notice issued by the Borrower and any Advances made pursuant to such Drawing Notice to the Borrower shall constitute valid Advances to the Borrower and constitute part of the Loan:
8.7.3 the Lender may validly act on all information, instructions and requests contained in the Drawing Notice, without any liability or responsibility to verify or check the accuracy of such informationprovisions hereof.
8.8 Upon the expiry of the Availability Period, the Available Facility shall be reduced to zero and the Borrower shall not be entitled to deliver any further Drawing Notices.
8.9 The Lender shall be entitled, in its sole discretion, to deduct the Drawdown Fee from the particular Advance to which such Drawdown Fee relates.
Appears in 1 contract
Utilisation of the Facility. 8.1 Subject 6.1 Save as otherwise provided herein, an Advance will be made to the provisions Borrower by the Banks if:
6.1.1 not more than ten business days nor later than 10.00 a.m. on the first business day (in the case of this Agreement and an Advance to be made in Sterling) or later than 10.00 a.m. on the fulfilment third business day (in the case of an Advance to be made in another Committed Currency or waiver of all of in an Optional Currency) before the Agreement Conditions Precedent and the Advance Conditions Precedentproposed Utilisation Date, the Agent has received from the Borrower may utilise the Facility by delivering to the Lender, in respect of any Advance, a duly completed Drawing Notice.Utilisation Request therefore;
8.2 Each Drawing Notice is irrevocable and will not be regarded as having been duly completed unless:
8.2.1 it is delivered to the Lender no later than 11h00 (Mauritius time) and no less than 3 (three) Business Days and no more than 5 (five) Business Days prior to 6.1.2 the proposed Drawing Date;
8.2.2 the proposed Drawing Utilisation Date is a Business Day within business day during the Availability Period;
8.2.3 6.1.3 the relevant Utilisation Request states the currency of denomination of the Advance requested, which shall be a Committed Currency or an Optional Currency, provided that, if the Borrower selects an Optional Currency, the Borrower may also select a Committed Currency which is to apply if its selection of such Optional Currency becomes ineffective pursuant to Clause 6.2;
6.1.4 upon the making of the relevant Utilisation there will be no more than fifteen Utilisations then outstanding hereunder and the Loan will not be denominated in more than five Optional Currencies;
6.1.5 the proposed amount of such Advance is United States Dollars;
8.2.4 (a) a minimum amount of £ 10,000,000 and an integral multiple of £ 5,000,000 or (b) if less, equal to the amount of the Available Facility (or, in either case, if the Advance is to be denominated in another Committed Currency or an Optional Currency, such comparable amount thereof as the Agent may from time to time specify following discussions with the Borrower);
6.1.6 the proposed Advance must Term is a period of one, two, three, six or nine months, or such other period as may be a minimum amount of US$2 500 000 agreed between the Borrower and the Agent (Two Million Five Hundred Thousand United States Dollars) and in integral multiples of US$500 000 (Xxxx Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxx Dollars) and in any event not more than the Available Facility.
8.3 All proceeds of an Advance will be credited to the Proceeds Account acting on the relevant Drawing Date.
8.4 Only one Advance may be requested instructions of the Banks) which, in each Drawing Notice.such case, ends on a day which is or precedes the Final Maturity Date;
8.5 No more than one Advance will be made by the Lender to the Borrower during any 1 (one) calendar month.
8.6 Notwithstanding anything to the contrary contained herein, the Lender shall not be obliged to make any Advance unless on the proposed Drawing Date6.1.7 either:
8.6.1 (a) no Event of Default or Potential Event of Default is continuing outstanding or would result from the making of the Advance; and
8.6.2 (b) the Repeating Warranties representations set out in Clauses 16.1, 16.2, 16.4, 16.5, 16.6 and 16.7 are true on and correct in all material respectsas of the proposed Utilisation Date, or the Banks agree (notwithstanding any matter mentioned at (b) above or that a Default is outstanding or would result from the Utilisation) to the making of such Utilisation.
8.7 The 6.2 If the Borrower acknowledges and agrees thatrequests that an Advance be denominated in an Optional Currency but:
8.7.1 6.2.1 no later than 12.00 noon on the Lender third business day preceding the first day of the Term of such Advance, any Bank notifies the Agent that it does not agree to such request; or
6.2.2 no later than 11.00 a.m. on the Quotation Date for such Advance, the Agent notifies the Borrower and the Banks that the Agent is of the opinion that it is not feasible for such Advance to be denominated in such Optional Currency, then, unless the Borrower and the Banks otherwise agree, such Advance shall not be obliged to make any payment pursuant to any Drawing Notice made unless and until the Borrower shall have complied strictly with specified in the requirements Utilisation Request in respect thereof as set out of such Advance that in this clause 8; and
8.7.2 any Drawing Notice signed by an authorised signatory on behalf of the Borrower such event such Advance should be denominated in a Committed Currency in which case such Advance shall be deemed made in such Committed Currency in an amount equal to be a valid Drawing Notice issued by the Borrower and any Advances made pursuant Original Sterling Amount relating to such Drawing Notice to the Borrower shall constitute valid Advances to the Borrower and constitute part of the Loan:Utilisation Request.
8.7.3 the Lender may validly act on all information, instructions and requests contained 6.3 Each Bank will participate through its Facility Office in each Utilisation in the Drawing Notice, without any liability or responsibility proportion borne by its Available Commitment to verify or check the accuracy of such information.
8.8 Upon the expiry of the Availability Period, the Available Facility immediately prior to the making of that Utilisation.
6.4 If a Bank's Commitment is reduced in accordance with the terms hereof (other than pursuant to Clause 32) after the Agent has received the Utilisation Request, then both the Original Sterling Amount and the actual amount of the relevant Advance shall be reduced to zero and the Borrower shall not be entitled to deliver any further Drawing Noticesaccordingly.
8.9 6.5 The Lender shall be entitled, in its sole discretion, to deduct Agent must notify each Bank of the Drawdown Fee from the particular Advance to which details of a Utilisation Request as soon as reasonable following receipt of such Drawdown Fee relatesUtilisation Request.
Appears in 1 contract
Samples: Multicurrency Revolving Credit Facility Agreement (Mbna Corp)