Completion of a Utilisation Request. (a) Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless: (i) it identifies the relevant Borrower and the type of L/G (and for the purposes of COGS, standby letters of credit include commercial or trade letters of credit); (ii) it identifies the relevant Issuing Bank and whether it is to be issued by one or several Issuing Banks (and in the latter case in which portions); (iii) it identifies the proposed Utilisation Date which is a Business Day falling within the Availability Period; (iv) it identifies the amount and currency of the requested L/G; (v) the L/G is denominated in the Base Currency or an Optional Currency; (vi) the amount of the L/G requested is an amount whose Base Currency Amount is not more than the Available Facility and the Available Commitment of the Issuing Bank; (vii) a form of the relevant requested L/G as outlined in Clause 3.1 (Purpose) is (x) attached, (y) agreed with the relevant Issuing Bank and (z) satisfies the L/G Approved Criteria; (viii) the obligor of the obligations secured by the L/G is the respective Borrower, the beneficiary of the L/G is identified and the underlying contract is specified; (ix) it specifies the expiry date specified in the relevant L/G or, as the case may be, the expiry date of the Commercial Lifetime of the relevant L/G; and (x) the delivery instructions for the L/G are specified. (b) The Agent shall in no event be held responsible for a non — or a delayed processing of any Utilisation Request (irrespective of whether made through COGS or otherwise) unless such delayed processing is caused by gross negligence or wilful misconduct on the part of the Agent. As the Agent will not, in the event of a Utilisation Request or other information submitted by telefax, letter or email, be in a position to verify whether any document received as a Utilisation Request has been duly authorised and sent by the relevant Borrower, the Company and each Borrower agrees that the Agent shall be entitled to execute all Utilisation Requests hereunder received by telefax, letter or email or with respect to which further information was delivered by telefax, letter or email if on their face such telefaxes, letters or emails appear to be duly authorised and executed by persons acting on behalf of the Company and/or the relevant Borrower who have been identified as authorised signatories in accordance with the COGS Conditions or in the certificate referred to under paragraph (g) of Part I or number 7 of Part II (Conditions Precedent required to be delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent). Neither the Agent nor any of the Issuing Banks shall be held liable for the execution of any forged Utilisation Request received by telefax, letter or email except where the forgery is evident (offensichtlich) or the Agent or the respective Issuing Bank acted with gross negligence or wilful misconduct. (c) Provided the requirements in this Agreement are met with respect to any Existing L/G, a Borrower may request in a Utilisation Request that that Existing L/G issued by the relevant Issuing Bank be treated as an L/G issued under this Agreement. (d) Only one L/G may be requested in each Utilisation Request other than in the case of a Utilisation Request relating to Existing L/Gs issued by the relevant Issuing Bank. (e) The maximum aggregate Base Currency Amount of all outstanding standby, commercial or trade letters of credit shall at no time exceed EUR 50,000,000 (or its equivalent in any other currency or currencies). (f) A Utilisation Request may only be revoked by the relevant Borrower: (i) before the Agent has forwarded the Utilisation Request to the relevant Issuing Bank by giving notice to the Agent; or (ii) thereafter, by giving notice to the relevant Issuing Bank which has to be received by that Issuing Bank at a time that Issuing Bank will, with reasonable efforts, still be in a position to stop the process that the relevant L/G is delivered to the relevant beneficiary or any other party as instructed by the relevant Borrower. In such case that Issuing Bank shall promptly inform the Agent whether or not that L/G has been issued.
Appears in 2 contracts
Sources: Amendment Agreement (Hillenbrand, Inc.), Syndicated Loan Agreement (Hillenbrand, Inc.)
Completion of a Utilisation Request. (a) Each Utilisation Request is irrevocable and will shall not be regarded as having been duly completed unless:
(i) it identifies sets out:
(A) the relevant aggregate amount requested by the Borrower under all Tranches of its Term Loan in respect of that Utilisation Request; and
(B) the individual amounts requested by the Borrower under each Tranche of its Term Loan in respect of that Utilisation Request, which amounts shall be calculated by such Borrower and be equal to the type Tranche Proportion of L/G (and for the purposes of COGS, standby letters of credit include commercial or trade letters of credit)each such Tranche;
(ii) it identifies the relevant Issuing Bank and whether it proposed Utilisation Date specified in such Utilisation Request is to be issued by one or several Issuing Banks (and in within the latter case in which portions)Availability Period of the Relevant Term Loan;
(iii) it identifies the currency and amount of the proposed Utilisation Date which is a Business Day falling within the Availability Periodcomply with Clause 4.3;
(iv) it identifies the amount and currency of the requested L/G;proposed Interest Period complies with Clause 7.1; and
(v) the L/G Utilisation Request:
(A) except in respect of the final Utilisation of a Term Loan, confirms that following the proposed Utilisation, sufficient Available Commitments shall remain available in order for each Borrower that has not made its Final Payment to make its Final Payment as required by the Shipbuilding Contract to which it is denominated a party; and
(B) confirms that the Proceeds of the proposed Utilisation shall be used for Permitted Uses only.
(b) In respect of each Term Loan, only one Utilisation Request may be delivered each month; provided, however, that subject to Clause 4.2(d), a Borrower may deliver more than one Utilisation Request in any month, provided that the Proceeds of any such additional Utilisation shall be applied only to the payment of amounts due and payable under its Shipbuilding Contract.
(c) Each Borrower has proposed a Utilisation Schedule for its Term Loan. Such Utilisation Schedule is indicative only. To the extent a Borrower reasonably anticipates any material deviation from the schedule of dates and/or amounts in its Utilisation Schedule at any time, such Borrower shall update its Utilisation Schedule and provide such updated Utilisation Schedule to the Intercreditor Agent. If Proceeds of the Loans are to be applied towards payments contemplated in the Base Currency or an Optional Currency;
(vi) the amount Construction Budget of the L/G requested is an amount whose Base Currency Amount is not more than the Available Facility and the Available Commitment of the Issuing Bank;
(vii) a form of the relevant requested L/G as outlined in Clause 3.1 (Purpose) is (x) attached, (y) agreed with the relevant Issuing Bank and (z) satisfies the L/G Approved Criteria;
(viii) the obligor of the obligations secured by the L/G is the respective Borrower, the beneficiary Utilisation Schedule for such Borrower (as updated from time to time in accordance with this Clause 4.2(c)) shall provide for the Utilisation in respect of such Proceeds to be made prior to the L/G is identified and the underlying contract is specified;date such Proceeds are to be applied as contemplated by such Construction Budget.
(ixd) it specifies Each Alternative Arrangement Borrower may request only one further Utilisation of its Term Loan following the expiry date specified in the relevant L/G oron which an Alternative Charter or Acceptable Charter, as the case may be, the expiry date of the Commercial Lifetime of the relevant L/G; and
(x) the delivery instructions for the L/G are specifiedis signed by all parties thereto.
(b) The Agent shall in no event be held responsible for a non — or a delayed processing of any Utilisation Request (irrespective of whether made through COGS or otherwise) unless such delayed processing is caused by gross negligence or wilful misconduct on the part of the Agent. As the Agent will not, in the event of a Utilisation Request or other information submitted by telefax, letter or email, be in a position to verify whether any document received as a Utilisation Request has been duly authorised and sent by the relevant Borrower, the Company and each Borrower agrees that the Agent shall be entitled to execute all Utilisation Requests hereunder received by telefax, letter or email or with respect to which further information was delivered by telefax, letter or email if on their face such telefaxes, letters or emails appear to be duly authorised and executed by persons acting on behalf of the Company and/or the relevant Borrower who have been identified as authorised signatories in accordance with the COGS Conditions or in the certificate referred to under paragraph (g) of Part I or number 7 of Part II (Conditions Precedent required to be delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent). Neither the Agent nor any of the Issuing Banks shall be held liable for the execution of any forged Utilisation Request received by telefax, letter or email except where the forgery is evident (offensichtlich) or the Agent or the respective Issuing Bank acted with gross negligence or wilful misconduct.
(c) Provided the requirements in this Agreement are met with respect to any Existing L/G, a Borrower may request in a Utilisation Request that that Existing L/G issued by the relevant Issuing Bank be treated as an L/G issued under this Agreement.
(d) Only one L/G may be requested in each Utilisation Request other than in the case of a Utilisation Request relating to Existing L/Gs issued by the relevant Issuing Bank.
(e) The maximum aggregate Base Currency Amount of all outstanding standby, commercial or trade letters of credit shall at no time exceed EUR 50,000,000 (or its equivalent in any other currency or currencies).
(f) A Utilisation Request may only be revoked by the relevant Borrower:
(i) before the Agent has forwarded the Utilisation Request to the relevant Issuing Bank by giving notice to the Agent; or
(ii) thereafter, by giving notice to the relevant Issuing Bank which has to be received by that Issuing Bank at a time that Issuing Bank will, with reasonable efforts, still be in a position to stop the process that the relevant L/G is delivered to the relevant beneficiary or any other party as instructed by the relevant Borrower. In such case that Issuing Bank shall promptly inform the Agent whether or not that L/G has been issued.
Appears in 2 contracts
Sources: Project Facilities Agreement and Intercreditor Agreement (Pacific Drilling S.A.), Project Facilities Agreement and Intercreditor Agreement (Pacific Drilling S.A.)
Completion of a Utilisation Request. (a) Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:
(i) it identifies the relevant Borrower and the type of L/G (and for the purposes of COGS, standby letters of credit include commercial or trade letters of credit)Facility to be utilised;
(ii) it identifies the relevant Issuing Bank and whether it proposed Utilisation Date is a Business Day within the Availability Period applicable to be issued by one or several Issuing Banks (and in the latter case in which portions)that Facility;
(iii) it identifies the proposed Utilisation Date which is a Business Day falling within Interest Period of the Availability PeriodLoan complies with this Agreement;
(iv) it identifies the amount and currency of specified in a Utilisation Request must be in RMB or any other currency agreed by the requested L/GParties;
(v) the L/G is denominated in amount of the Base Currency or an Optional CurrencyUtilisation complies with Clause 5.3 (Utilisation Amount);
(vi) the amount in respect of a Loan that is required to be disbursed by way of the L/G Consigned Disbursement, it specifies the wiring and transfer instructions with respect to the payee’s name, the payee’s account information, the payment amount and currency, payment purpose and any other information reasonably requested is an amount whose Base Currency Amount is not more than by the Available Facility and the Available Commitment of the Issuing BankAgent;
(vii) in the case of a form Facility A Loan that is required to be disbursed by way of the relevant Consigned Disbursement according to the paragraph (a) of clause 5.5 (Advance of Loans), the Utilisation Request is accompanied by certified copies of the following documents (the “Evidence of Facility A Utilisation”):
(A) Existing Inter-company Loan Agreements (Project SH1);
(B) Existing Bank Loan Agreement (Project SH1);
(C) repayment notice, pay-off statement, invoice or other proof of the Existing Intercompany Loans (Project SH1) and the Existing Bank Loan (Project SH1) pay-off amount and currency;
(D) purchase contracts or orders, invoices, bank account statements or other documentary proof evidencing the proceeds from the Existing Inter-company Loans (Project SH1) and the Existing Bank Loan (Project SH1) have been applied towards the Capital Expenditures and/or working capital of the Project SH1; and
(E) any other underlying transaction documents reasonably requested L/G as outlined in Clause 3.1 (Purpose) is (x) attached, (y) agreed with by the relevant Issuing Bank and (z) satisfies the L/G Approved CriteriaFacility Agent;
(viii) in the obligor case of a Facility B Loan that is required to be disbursed by way of the obligations secured by Consigned Disbursement according to the L/G is the respective Borrowerparagraph (b) of Clause 5.5 (Advance of Loans), the beneficiary Utilisation Request is accompanied by certified copies of the L/G is identified and following documents (the underlying contract is specified“Evidence of Facility B Utilisation”):
(A) Existing Inter-company Loan Agreements (Project SH2);
(ixB) it specifies the expiry date specified in the relevant L/G orExisting Bank Loan Agreement (Project SH2);
(C) repayment notice, as the case may bepay-off statement, the expiry date invoice or other proof of the Commercial Lifetime Existing Intercompany Loans (Project SH2) and the Existing Bank Loan (Project SH2) pay-off amount and currency;
(D) purchase contracts or orders, invoices, bank account statements or other documentary proof evidencing the proceeds from the Existing Inter-company Loans (Project SH2) and the Existing Bank Loan (Project SH2) have been applied towards the Capital Expenditures and/or working capital of the relevant L/GProject SH2;
(E) purchase contracts or orders, invoices or other documents which would evidence that EDC YG is obliged to make the payment of the Capital Expenditures of the Project SH2; and
(xF) any other underlying transaction documents reasonably requested by the delivery instructions for the L/G are specifiedFacility Agent.
(b) The Agent shall in no event be held responsible for a non — or a delayed processing of any Utilisation Request (irrespective of whether made through COGS or otherwise) unless such delayed processing is caused by gross negligence or wilful misconduct on the part of the Agent. As the Agent will not, in the event of a Utilisation Request or other information submitted by telefax, letter or email, be in a position to verify whether any document received as a Utilisation Request has been duly authorised and sent by the relevant Borrower, the Company and each Borrower agrees that the Agent shall be entitled to execute all Utilisation Requests hereunder received by telefax, letter or email or with respect to which further information was delivered by telefax, letter or email if on their face such telefaxes, letters or emails appear to be duly authorised and executed by persons acting on behalf of the Company and/or the relevant Borrower who have been identified as authorised signatories in accordance with the COGS Conditions or in the certificate referred to under paragraph (g) of Part I or number 7 of Part II (Conditions Precedent required to be delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent). Neither the Agent nor any of the Issuing Banks shall be held liable for the execution of any forged Utilisation Request received by telefax, letter or email except where the forgery is evident (offensichtlich) or the Agent or the respective Issuing Bank acted with gross negligence or wilful misconduct.
(c) Provided the requirements in this Agreement are met with respect to any Existing L/G, a Borrower may request in a Utilisation Request that that Existing L/G issued by the relevant Issuing Bank be treated as an L/G issued under this Agreement.
(d) Only one L/G Loan may be requested in each Utilisation Request other than in the case of a Utilisation Request relating to Existing L/Gs issued by the relevant Issuing BankRequest.
(e) The maximum aggregate Base Currency Amount of all outstanding standby, commercial or trade letters of credit shall at no time exceed EUR 50,000,000 (or its equivalent in any other currency or currencies).
(f) A Utilisation Request may only be revoked by the relevant Borrower:
(i) before the Agent has forwarded the Utilisation Request to the relevant Issuing Bank by giving notice to the Agent; or
(ii) thereafter, by giving notice to the relevant Issuing Bank which has to be received by that Issuing Bank at a time that Issuing Bank will, with reasonable efforts, still be in a position to stop the process that the relevant L/G is delivered to the relevant beneficiary or any other party as instructed by the relevant Borrower. In such case that Issuing Bank shall promptly inform the Agent whether or not that L/G has been issued.
Appears in 2 contracts
Sources: Facility Agreement (GDS Holdings LTD), Facility Agreement (GDS Holdings LTD)
Completion of a Utilisation Request. (a) Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:
(i) it identifies the relevant Borrower and the type of L/G (and for the purposes of COGS, standby letters of credit include commercial or trade letters of credit)Facility to be utilised;
(ii) it identifies the relevant Issuing Bank and whether it proposed Utilisation Date is a Business Day within the Availability Period applicable to be issued by one or several Issuing Banks (and in the latter case in which portions)that Facility;
(iii) it identifies the proposed Utilisation Date which is a Business Day falling within Interest Period of the Availability PeriodLoan complies with this Agreement;
(iv) it identifies the amount and currency of specified in a Utilisation Request must be in RMB or any other currency agreed by the requested L/GParties;
(v) the L/G is denominated in amount of the Base Currency or an Optional CurrencyUtilisation complies with Clause 5.3 (Utilization Amount);
(vi) the amount in respect of a Loan that is required to be disbursed by way of the L/G Consigned Disbursement, it specifies the wiring and transfer instructions with respect to the payee’s name, the payee’s account information, the payment amount and currency, payment purpose and any other information reasonably requested is an amount whose Base Currency Amount is not more than by the Available Facility and the Available Commitment of the Issuing BankAgent;
(vii) a form of the relevant requested L/G as outlined in Clause 3.1 (Purpose) is (x) attached, (y) agreed with the relevant Issuing Bank and (z) satisfies the L/G Approved Criteria;
(viii) the obligor of the obligations secured by the L/G is the respective Borrower, the beneficiary of the L/G is identified and the underlying contract is specified;
(ix) it specifies the expiry date specified in the relevant L/G or, as the case may be, the expiry date of the Commercial Lifetime of the relevant L/G; and
(x) the delivery instructions for the L/G are specified.
(b) The Agent shall in no event be held responsible for a non — or a delayed processing of any Utilisation Request (irrespective of whether made through COGS or otherwise) unless such delayed processing is caused by gross negligence or wilful misconduct on the part of the Agent. As the Agent will not, in the event of a Utilisation Request or other information submitted by telefax, letter or email, be in a position to verify whether any document received as a Utilisation Request has been duly authorised and sent by the relevant Borrower, the Company and each Borrower agrees that the Agent shall be entitled to execute all Utilisation Requests hereunder received by telefax, letter or email or with respect to which further information was delivered by telefax, letter or email if on their face such telefaxes, letters or emails appear to be duly authorised and executed by persons acting on behalf of the Company and/or the relevant Borrower who have been identified as authorised signatories in accordance with the COGS Conditions or in the certificate referred to under paragraph (g) of Part I or number 7 of Part II (Conditions Precedent required to be delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent). Neither the Agent nor any of the Issuing Banks shall be held liable for the execution of any forged Utilisation Request received by telefax, letter or email except where the forgery is evident (offensichtlich) or the Agent or the respective Issuing Bank acted with gross negligence or wilful misconduct.
(c) Provided the requirements in this Agreement are met with respect to any Existing L/G, a Borrower may request in a Utilisation Request that that Existing L/G issued by the relevant Issuing Bank be treated as an L/G issued under this Agreement.
(d) Only one L/G may be requested in each Utilisation Request other than in the case of a Utilisation Request relating Facility A Loan that is required to Existing L/Gs issued be disbursed by way of the relevant Issuing Bank.
Consigned Disbursement according to the paragraph (ea) The maximum aggregate Base Currency Amount of all outstanding standbyclause 5.5 (Advance of Loans), commercial or trade letters of credit shall at no time exceed EUR 50,000,000 (or its equivalent in any other currency or currencies).
(f) A Utilisation Request may only be revoked by the relevant Borrower:
(i) before the Agent has forwarded the Utilisation Request to is accompanied by certified copies of the relevant Issuing Bank by giving notice to following documents (the Agent; or“Evidence of Facility A Utilization”):
(iiA) thereafterthe Existing Inter-company Loan Agreement (Project SZ1),
(B) repayment notice, by giving notice to pay-off statement, invoice or other proof of the relevant Issuing Bank which has to be received by that Issuing Bank at a time that Issuing Bank willExisting Inter-company Loan (Project SZ1) pay-off amount and currency,
(C) purchase contracts or orders, with reasonable effortsinvoices, still be in a position to stop bank account statements or other documentary proof evidencing the process that proceeds from the relevant L/G is delivered to Existing Inter-company Loan (Project SZ1) have been applied towards the relevant beneficiary or any other party as instructed by Capital Expenditures of the relevant Borrower. In such case that Issuing Bank shall promptly inform the Agent whether or not that L/G has been issued.Project SZ1,
Appears in 2 contracts
Sources: Term Loan Facility Agreement (GDS Holdings LTD), Term Loan Facility Agreement (GDS Holdings LTD)
Completion of a Utilisation Request. (a) 5.2.1 Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:
(ia) it identifies the relevant Borrower and the type of L/G (and for the purposes of COGS, standby letters of credit include commercial or trade letters of credit);
(ii) it identifies the relevant Issuing Bank and whether it is to be issued by one or several Issuing Banks (and in the latter case in which portions);
(iii) it identifies the proposed Utilisation Date which is a Business Day falling within the Availability Period;
(ivb) it identifies the currency and amount and currency of the requested L/GUtilisation comply with Clause 5.3 (Currency and amount);
(vc) the L/G is denominated in the Base Currency or an Optional Currency;
(vi) the amount of the L/G requested is an amount whose Base Currency Amount is not more than the Available Facility and the Available Commitment of the Issuing Bank;
(vii) a form of the relevant requested L/G as outlined in Clause 3.1 (Purpose) Bond is (x) attached, (y) agreed with attached and is satisfactory to the relevant Issuing Bank (having regard to that Issuing Bank’s formal internal policies at the relevant time, and (zto all relevant legal and regulatory restrictions) satisfies but, for the L/G Approved Criteriaavoidance of doubt, the Parties have agreed that there will be no requirement as to the Expiry Date of any Bond and no limitation on the issue of undated Bonds;
(viii) the obligor of the obligations secured by the L/G is the respective Borrower, the beneficiary of the L/G is identified and the underlying contract is specified;
(ix) it specifies the expiry date specified in the relevant L/G or, as the case may be, the expiry date of the Commercial Lifetime of the relevant L/G; and
(xd) the delivery instructions for the L/G Bond are specified.;
(be) The Agent shall the Bond is a Bond for the purpose of supporting (directly or indirectly) the obligations of an Indemnifying Company to a third party where such obligations are incurred in no event be held responsible for a non — or a delayed processing of any Utilisation Request (irrespective of whether made through COGS or otherwise) unless such delayed processing is caused by gross negligence or wilful misconduct on the part ordinary course of the Agent. As Group’s trade or business, but not for the Agent will not, purpose of supporting any financing facility of a member of the Group other than any financing facilities which have been provided to members of the Group for the purpose of supporting directly obligations of members of the Group incurred in the event ordinary course of the Group’s trade or business (other than where such business includes the raising or incurrence of financial indebtedness) through the issue of surety bonds, appeal bonds, bid bonds, performance bonds, advance payment bonds, letters of credit, bank guarantees or other obligations of a Utilisation Request or other information submitted by telefax, letter or email, be in a position to verify whether any document received as a Utilisation Request has been duly authorised and sent by like nature issued for such purpose); and
(f) the relevant Borrower, the Company and each Borrower agrees that the Agent shall be entitled to execute all Utilisation Requests hereunder received by telefax, letter or email or with respect to which further information was delivered by telefax, letter or email if on their face such telefaxes, letters or emails appear to be duly authorised and executed by persons acting on behalf identity of the Company and/or the relevant Borrower who have been identified as authorised signatories in accordance with the COGS Conditions or in the certificate referred to under paragraph (g) of Part I or number 7 of Part II (Conditions Precedent required to be delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent). Neither the Agent nor any beneficiary of the Issuing Banks shall be held liable for the execution of any forged Utilisation Request received by telefax, letter or email except where the forgery Bond is evident (offensichtlich) or the Agent or the respective Issuing Bank acted with gross negligence or wilful misconduct.
(c) Provided the requirements in this Agreement are met with respect satisfactory to any Existing L/G, a Borrower may request in a Utilisation Request that that Existing L/G issued by the relevant Issuing Bank be treated as an L/G issued under this Agreement(having regard to the relevant Issuing Bank’s formal internal policies at the relevant time, and to all relevant legal and regulatory restrictions).
(d) 5.2.2 Only one L/G Utilisation may be requested in each Utilisation Request other than in the case of a Utilisation Request relating to Existing L/Gs issued by the relevant Issuing BankRequest.
(e) The maximum aggregate Base Currency Amount of all outstanding standby, commercial or trade letters of credit shall at no time exceed EUR 50,000,000 (or its equivalent in any other currency or currencies).
(f) A Utilisation Request may only be revoked by the relevant Borrower:
(i) before the Agent has forwarded the Utilisation Request to 5.2.3 If the relevant Issuing Bank by giving notice to does not agree or approve the Agent; or
form of the Bond or the beneficiary of the Bond (ii) thereafteras the case may be), by giving notice to the relevant Issuing Bank which has to be received by that Issuing Bank at a time that Issuing Bank will, with reasonable efforts, still be in a position to stop the process that the relevant L/G is delivered to the relevant beneficiary or any other party as instructed by the relevant Borrower. In such case that Issuing Bank shall promptly inform the Agent whether or and the Agent will inform the Applicant of that fact not that L/G has been issuedlater than the Specified Time.
Appears in 2 contracts
Sources: Committed Multicurrency Revolving Facility Agreement (Marconi Corp PLC), Committed Multicurrency Revolving Facility Agreement (Marconi Corp PLC)
Completion of a Utilisation Request. (a) Each Subject to Clause 5.8 (Affiliate of a Borrower) and paragraph (f) below, each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:
(i) it identifies the relevant Borrower and the type of L/G (and for the purposes of COGS, standby letters of credit include commercial or trade letters of credit);
(ii) it identifies the relevant Issuing Bank and whether it is to be issued by one or several Issuing Banks (and in the latter case in which portions);
(iii) it identifies the proposed Utilisation Date which is a Business Day falling within the Availability Period;
(iv) it identifies the amount and currency of the requested L/G;
(v) the L/G is denominated in the Base Currency or an Optional Currency;
(vi) the amount of the L/G requested is an amount whose Base Currency Amount is not more than the Available Facility and the Available Commitment of the Issuing Bank;
(vii) a form of the relevant requested L/G as outlined in Clause 3.1 (Purpose) is (x) attached, (y) agreed with the relevant Issuing Bank and (z) satisfies the L/G Approved Criteria;
(viii) the obligor of the obligations secured by the L/G is the respective Borrower, the beneficiary of the L/G is identified and the underlying contract is specified;
(ix) it specifies the expiry date specified in the relevant L/G or, as the case may be, the expiry date of the Commercial Lifetime of the relevant L/G; and
(x) the delivery instructions for the L/G are specified.
(b) The Agent shall in no event be held responsible for a non — - or a delayed processing of any Utilisation Request (irrespective of whether made through COGS or otherwise) unless such delayed processing is caused by gross negligence or wilful misconduct on the part of the Agent. As the Agent will not, in the event of a Utilisation Request or other information submitted by telefax, letter or email, be in a position to verify whether any document received as a Utilisation Request has been duly authorised and sent by the relevant Borrower, the Company and each Borrower agrees that the Agent shall be entitled to execute all Utilisation Requests hereunder received by telefax, letter or email or with respect to which further information was delivered by telefax, letter or email if on their face such telefaxes, letters or emails appear to be duly authorised and executed by persons acting on behalf of the Company and/or the relevant Borrower who have been identified as authorised signatories in accordance with the COGS Conditions or in the certificate referred to under paragraph (g) of Part I 1 or number 7 of Part II 2 (Conditions Precedent required to be delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent). Neither the Agent nor any of the Issuing Banks shall be held liable for the execution of any forged Utilisation Request received by telefax, letter or email except where the forgery is evident (offensichtlich) or the Agent or the respective Issuing Bank acted with gross negligence or wilful misconduct.
(c) Provided the requirements set out in this Agreement Clause 4.1 (Initial conditions precedent) and Clause 4.2 (Further conditions precedent) are met with respect to any Existing L/Gsatisfied, a Borrower may request in a Utilisation Request that that each Existing L/G issued by the relevant Issuing Bank shall be treated as an L/G issued under this Agreement.
(d) Only one L/G may be requested in each Utilisation Request other than in the case of a Utilisation Request relating to Existing L/Gs issued by the relevant Issuing BankRequest.
(e) The maximum aggregate Base Currency Amount of all outstanding standby, commercial or trade letters of credit shall at no time exceed EUR 50,000,000 (or its equivalent in any other currency or currencies)50,000,000.
(f) A Utilisation Request may only be revoked by the relevant Borrower:
(i) before the Agent has forwarded the Utilisation Request to the relevant Issuing Bank by giving notice to the Agent; or
(ii) thereafter, by giving notice to the relevant Issuing Bank which has to be received by that Issuing Bank at a time that Issuing Bank will, with reasonable efforts, still be in a position to stop the process that the relevant L/G is delivered to the relevant beneficiary or any other party as instructed by the relevant Borrower. In such case that Issuing Bank shall promptly inform the Agent whether or not that L/G has been issued.
Appears in 2 contracts
Sources: Syndicated Loan Agreement (Hillenbrand, Inc.), Syndicated L/G Facility Agreement (Hillenbrand, Inc.)
Completion of a Utilisation Request. (a) Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:
(i) it identifies the relevant Facility to be utilised, and:
(1) in the case of a requested Loan in respect of ECA Facility Tranche 1, is in the form set out in Schedule 4B (Utilisation Request (Payments to Equipment Vendor)), duly completed and executed by the Equipment Vendor and is accompanied by the following documents that in the reasonable opinion of the Off Shore Facility Agent are in accordance with the "Uniform Rules for Collection, 1995 Revision, ICC Publication no. 522" (i) an original invoice to the Borrower from the Equipment Vendor; and (ii) in respect of a Utilisation Request completed with reference to clause 1.10.2(b)(iii) of the Delivery Contract a copy of a certificate executed by the Borrower and referring to the type final acceptance of L/G the Initial Configuration;
(2) in the case of a requested Loan in respect of ECA Facility Tranche 2 where such Loan shall be payable to the Equipment Vendor in reimbursement of amounts paid to the ECA in respect of the ECA Premium, is in the form set out in Schedule 4C (Utilisation Request (Payments to ECA)), duly completed and executed by the Equipment Vendor, together with an original invoice to the Equipment Vendor from the ECA that is due and payable pursuant to the ECA Cover Documents; and
(3) in the case of a requested Loan in respect of the Commercial Facility or a request for a SIT Facility Loan or SIT Facility Guarantee or LC in the purposes of COGS, standby letters of credit include commercial or trade letters of creditform set out in Schedule 4A (Utilisation Request (Borrower)) duly completed and executed by the Borrower;
(ii) it identifies the relevant Issuing Bank and whether it proposed Utilisation Date is a Business Day within the Availability Period applicable to be issued by one or several Issuing Banks (and in the latter case in which portions)that Facility;
(iii) it identifies the proposed amount of the Utilisation:
(1) in the case of a Utilisation Date which of the ECA Facility, is a Business Day falling within minimum amount of Euro 500,000 (except in the Availability Periodcase of a Utilisation in respect of the ECA Facility Tranche 2 or ECA Facility Tranche 3) or in respect of the last payment under the Delivery Contract such lesser amount payable thereunder and relates to Eligible Expenditures;
(2) in the case of a Utilisation of the Commercial Facility, is a minimum amount of Euro 3,000,000 or, if less, the amount of Available Facility; and
(3) in the case of a Utilisation of the SIT Facility, is a minimum amount of SIT 100,000,000 or, if less, the amount of Available Facility;
(iv) it identifies in the amount and currency case of a Loan, the requested L/G;proposed Interest Period complies with Clause 10 (Interest Periods).
(vb) the L/G is denominated in the Base Currency or an Optional Currency;
(vi) the amount of the L/G requested is an amount whose Base Currency Amount is not more than the Available Facility and the Available Commitment of the Issuing Bank;
(vii) a form of the relevant requested L/G as outlined in Clause 3.1 (Purpose) is (x) attached, (y) agreed with the relevant Issuing Bank and (z) satisfies the L/G Approved Criteria;
(viii) the obligor of the obligations secured by the L/G is the respective Borrower, the beneficiary of the L/G is identified and the underlying contract is specified;
(ix) it specifies the expiry date specified in the relevant L/G Only one Loan or, as the case may be, the expiry date of the Commercial Lifetime of the relevant L/G; and
(x) the delivery instructions for the L/G are specified.
(b) The Agent shall in no event be held responsible for a non — SIT Facility Guarantee or a delayed processing of any Utilisation Request (irrespective of whether made through COGS or otherwise) unless such delayed processing is caused by gross negligence or wilful misconduct on the part of the Agent. As the Agent will not, in the event of a Utilisation Request or other information submitted by telefax, letter or email, be in a position to verify whether any document received as a Utilisation Request has been duly authorised and sent by the relevant Borrower, the Company and each Borrower agrees that the Agent shall be entitled to execute all Utilisation Requests hereunder received by telefax, letter or email or with respect to which further information was delivered by telefax, letter or email if on their face such telefaxes, letters or emails appear to be duly authorised and executed by persons acting on behalf of the Company and/or the relevant Borrower who have been identified as authorised signatories in accordance with the COGS Conditions or in the certificate referred to under paragraph (g) of Part I or number 7 of Part II (Conditions Precedent required to be delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent). Neither the Agent nor any of the Issuing Banks shall be held liable for the execution of any forged Utilisation Request received by telefax, letter or email except where the forgery is evident (offensichtlich) or the Agent or the respective Issuing Bank acted with gross negligence or wilful misconduct.
(c) Provided the requirements in this Agreement are met with respect to any Existing L/G, a Borrower may request in a Utilisation Request that that Existing L/G issued by the relevant Issuing Bank be treated as an L/G issued under this Agreement.
(d) Only one L/G LC may be requested in each Utilisation Request.
(c) Each Utilisation Request other than shall be accompanied by the documentation and evidence as required by such Utilisation Request, in form and substance satisfactory to the Off Shore Facility Agent (acting reasonably) and, in the case of a Utilisation Request relating to Existing L/Gs issued by for the relevant Issuing Bank.
SIT Facility, the On Shore Facility Agent (e) The maximum aggregate Base Currency Amount of all outstanding standby, commercial or trade letters of credit shall at no time exceed EUR 50,000,000 (or its equivalent in any other currency or currenciesacting reasonably).
(f) A Utilisation Request may only be revoked by the relevant Borrower:
(i) before the Agent has forwarded the Utilisation Request to the relevant Issuing Bank by giving notice to the Agent; or
(ii) thereafter, by giving notice to the relevant Issuing Bank which has to be received by that Issuing Bank at a time that Issuing Bank will, with reasonable efforts, still be in a position to stop the process that the relevant L/G is delivered to the relevant beneficiary or any other party as instructed by the relevant Borrower. In such case that Issuing Bank shall promptly inform the Agent whether or not that L/G has been issued.
Appears in 2 contracts
Sources: Loan Agreement (Western Wireless Corp), Loan Agreement (Western Wireless Corp)
Completion of a Utilisation Request. (a) Each Subject to Clause 5.8 (Affiliate of a Borrower) and paragraph (f) below, each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:
(i) it identifies the relevant Borrower and the type of L/G (and for the purposes of COGS, standby letters of credit include commercial or trade letters of credit)G;
(ii) it identifies the relevant Issuing Bank Bank(s) and whether it is to be issued by one or several Issuing Banks (and in the latter case in which portions);
(iii) it identifies the proposed Utilisation Date which is a Business Day falling within the Availability Period;
(iv) it identifies the amount and currency of the requested L/G;
(v) the L/G is denominated in the Base Currency or an Optional Currency;
(vi) the amount of the L/G requested is an amount whose Base Currency Amount is not more than the Available Facility and the Available Commitment of the Issuing BankBank(s);
(vii) a form of the relevant requested L/G as outlined in Clause 3.1 (Purpose) is (x) attached, (y) agreed with the relevant Issuing Bank and (z) satisfies the L/G Approved Criteria;
(viii) the obligor of the obligations secured by the L/G is the respective Borrower, the beneficiary of the L/G is identified and the underlying contract is specified;
(ix) it specifies the expiry date specified in the relevant L/G or, as the case may be, the expiry date of the Commercial Lifetime of the relevant L/G; and
(x) the delivery instructions for the L/G are specified.
(b) The Agent Issuing Bank shall in no event be held responsible for a non — - or a delayed processing of any Utilisation Request (irrespective of whether made through COGS the Electronic Platform or otherwise) unless such delayed processing is caused by gross negligence or wilful misconduct on the part of the AgentIssuing Bank. As the Agent Issuing Bank will not, in the event of a Utilisation Request or other information submitted by telefax, letter or email, be in a position to verify whether any document received as a Utilisation Request has been duly authorised and sent by the relevant Borrower, the Company and each Borrower agrees that the Agent Issuing Bank shall be entitled to execute all Utilisation Requests hereunder received by telefax, letter or email or with respect to which further information was delivered by telefax, letter or email if on their face such telefaxes, letters or emails appear to be duly authorised and executed by persons acting on behalf of the Company and/or the relevant Borrower who have been identified as authorised signatories in accordance with the COGS Conditions Electronic Platform Agreement or in the certificate referred to under paragraph number 1 (g) of Part I 1 or number 7 of Part II 2 (Conditions Precedent required to be delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent). Neither the Agent nor any of the The Issuing Banks shall not be held liable for the execution of any forged Utilisation Request received by telefax, letter or email except where the forgery is evident (offensichtlich) or the Agent or the respective Issuing Bank acted with gross negligence or wilful misconduct. The Issuing Banks shall not be held responsible for any loss or damage caused by any documents being lost, duplicated, ended up in wrong hands or distorted when transmitted electronically or in any other form. In the event of any loss or damage arising to an Issuing Bank by reason of a technical malfunctioning or miscalculation or any technical error of the Electronic Platform and the Company has directly caused by gross negligence or wilful misconduct such malfunction, miscalculation or error, the Company shall indemnify that Issuing Bank in this respect.
(c) Provided the requirements set out in this Agreement Clause 4.1 (Initial conditions precedent) and Clause 4.2 (Further conditions precedent) are met with respect to any Existing L/Gsatisfied, a Borrower may request in a Utilisation Request that that each Existing L/G issued by the relevant Issuing Bank shall be treated as an L/G issued under this Agreement.
(d) Only one L/G may be requested in each Utilisation Request other than in the case of a Utilisation Request relating to Existing L/Gs issued by the relevant Issuing BankRequest.
(e) The maximum aggregate Base Currency Amount of all outstanding standby, commercial or trade letters of credit shall at no time exceed EUR 50,000,000 (or its equivalent in any other currency or currencies)50,000,000.
(f) A Utilisation Request may only be revoked by the relevant Borrower:
(i) before the Agent has forwarded the Utilisation Request to the relevant Issuing Bank by giving notice to the Agent; or
(ii) thereafter, Borrower by giving notice to the relevant Issuing Bank which has to be received by that Issuing Bank at a time that Issuing Bank will, with reasonable efforts, still be in a position to stop the process that the relevant L/G is delivered to the relevant beneficiary or any other party as instructed by the relevant Borrower. In such case that Issuing Bank shall promptly inform the Agent whether or not that L/G has been issued.
Appears in 2 contracts
Sources: Syndicated Loan Agreement (Hillenbrand, Inc.), Syndicated L/G Facility Agreement (Hillenbrand, Inc.)
Completion of a Utilisation Request. (a) 5.2.1 Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:
(ia) it identifies the relevant Borrower and the type of L/G (and for the purposes of COGS, standby letters of credit include commercial or trade letters of credit);
(ii) it identifies the relevant Issuing Bank and whether it is to be issued by one or several Issuing Banks (and in the latter case in which portions);
(iii) it identifies the proposed Utilisation Date which is a Business Day falling within the Availability Period;
(ivb) it identifies the currency and amount and currency of the requested L/GUtilisation comply with Clause 5.3 (Currency and amount);
(vc) the L/G form of the Bond is denominated attached and either (i) has been agreed by the relevant Issuing Bank (having regard to that Issuing Bank's formal internal policies at the relevant time, and to all relevant legal and regulatory restrictions) or (ii) in respect of the Base Currency or an Optional CurrencyScheme Expenses Bond only, is in substantially the form set out in Schedule 10 (Form of Scheme Expenses Bond);
(vid) either:
(i) the amount Expiry Date of the L/G requested is an amount whose Base Currency Amount is not more than Bond falls on or before 31 December 2010; or
(ii) the Available Facility and the Available Commitment Expiry Date of the Issuing Bank;
(vii) a form of Bond falls after 31 December 2010 or the relevant requested L/G as outlined Bond is undated and, in Clause 3.1 (Purpose) is (x) attachedeach case, (y) agreed with the relevant Issuing Bank and the Banks have agreed to the making of the Utilisation; or
(ziii) satisfies in the L/G Approved Criteriacase of the Scheme Expenses Bond only, (subject to the Applicant's right to request that such Bond be extended or renewed but not so that the Expiry Date thereof falls on a date which is later than 5 years from the Effective Date) the initial Expiry Date thereof falls on or before the date which is 15 months after the Effective Date;
(viii) the obligor of the obligations secured by the L/G is the respective Borrower, the beneficiary of the L/G is identified and the underlying contract is specified;
(ix) it specifies the expiry date specified in the relevant L/G or, as the case may be, the expiry date of the Commercial Lifetime of the relevant L/G; and
(xe) the delivery instructions for the L/G Bond are specified.;
(bf) The Agent shall in no event be held responsible for a non — the Bond is either the Scheme Expenses Bond or a delayed processing Bond for the purpose of any Utilisation Request supporting (irrespective directly or indirectly) the obligations of whether made through COGS or otherwise) unless an Indemnifying Company to a third party where such delayed processing is caused by gross negligence or wilful misconduct on obligations are incurred in the part ordinary course of the Agent. As Group's trade or business, but not for the Agent will not, purpose of supporting any financing facility of a member of the Group other than any financing facilities which have been provided to members of the Group for the purpose of supporting directly obligations of members of the Group incurred in the event ordinary course of the Group's trade or business (other than where such business includes the raising or incurrence of financial indebtedness) through the issue of surety bonds, appeal bonds, bid bonds, performance bonds, letters of credit, bank guarantees or other obligations of a Utilisation Request or other information submitted by telefax, letter or email, be in a position to verify whether any document received as a Utilisation Request has been duly authorised and sent by the relevant Borrower, the Company and each Borrower agrees that the Agent shall be entitled to execute all Utilisation Requests hereunder received by telefax, letter or email or with respect to which further information was delivered by telefax, letter or email if on their face like nature issued for such telefaxes, letters or emails appear to be duly authorised and executed by persons acting on behalf of the Company and/or the relevant Borrower who have been identified as authorised signatories in accordance with the COGS Conditions or in the certificate referred to under paragraph purpose; and
(g) of Part I or number 7 of Part II (Conditions Precedent required to be delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent). Neither the Agent nor any identity of the Issuing Banks shall be held liable for beneficiary of the execution of any forged Utilisation Request received by telefax, letter or email except where the forgery Bond is evident (offensichtlich) or the Agent or the respective Issuing Bank acted with gross negligence or wilful misconduct.
(c) Provided the requirements in this Agreement are met with respect satisfactory to any Existing L/G, a Borrower may request in a Utilisation Request that that Existing L/G issued by the relevant Issuing Bank be treated as an L/G issued under this Agreement(having regard to the relevant Issuing Bank's formal internal policies at the relevant time, and to all relevant legal and regulatory restrictions).
(d) 5.2.2 Only one L/G Utilisation may be requested in each Utilisation Request other than Request.
5.2.3 If either the form, the identity of the beneficiary, or (in the case of a Utilisation Request relating Bond to Existing L/Gs have an Expiry Date falling after 31 December 2010 or which is undated) the tenor of, a Bond which is requested to be issued has not been agreed or approved by the relevant Issuing Bank.
(e) The maximum aggregate Base Currency Amount Bank prior to the submission of all outstanding standby, commercial or trade letters of credit shall at no time exceed EUR 50,000,000 (or its equivalent in any other currency or currencies).
(f) A Utilisation Request may only be revoked by the relevant Borrower:
(i) before the Agent has forwarded the Utilisation Request to for that Bond, and the relevant Issuing Bank by giving notice to does not agree or approve the Agent; or
form, the beneficiary or the tenor of the relevant Bond (ii) thereafteras the case may be), by giving notice to the relevant Issuing Bank which has to be received by that Issuing Bank at a time that Issuing Bank will, with reasonable efforts, still be in a position to stop the process that the relevant L/G is delivered to the relevant beneficiary or any other party as instructed by the relevant Borrower. In such case that Issuing Bank shall promptly inform the Agent whether or and the Agent will inform the Applicant of that fact not that L/G has been issuedlater than the Specified Time.
Appears in 1 contract
Sources: Committed Multicurrency Revolving Facility Agreement (Marconi Corp PLC)
Completion of a Utilisation Request. (a) Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:
(ia) it identifies the relevant Borrower;
(b) it identifies the purpose of the Utilisation and each Utilisation specified in the Utilisation Request must be made for a single purpose;
(c) in the case of an Offer Loan or a Buyback Loan:
(i) the Borrower and is one or more of the type of L/G Original Borrowers or (and for on its accession as an Additional Borrower) any Finance Company which is incorporated in the purposes of COGSUK or the Netherlands, standby letters of credit include commercial a Bidco or trade letters of credit)a Buyback SPV;
(ii) it identifies unless the Alcan Related Debt (other than any Alcan Bond Debt which is permitted by the Finance Documents to remain in place) has been repaid in full in accordance with this Agreement or the relevant Issuing Bank amount of the Available Facilities has been cancelled under Clause 14.6 (Cancellation relating to the Alcan Related Debt), following the utilisation of that Offer Loan or Buyback Loan, the aggregate Available Facilities will be in an amount at least equal to the Maximum Refinancing Amount (or such lower amount agreed by the Obligors’ Agent and whether it is all of the Bookrunners from time to be issued by one or several Issuing Banks (and in the latter case in which portionstime);; and
(iii) it identifies the proposed aggregate of the principal amount of that Offer Loan or Buyback Loan and the principal amount (at the time they were advanced) of all other Offer Loans and Buyback Loans which have already been advanced or which will be advanced on or before the Utilisation Date which is a Business Day falling within the Availability Period;
(iv) it identifies for that Offer Loan or Buyback Loan will not exceed the amount agreed by the Obligors’ Agent and currency all of the requested L/GBookrunners from time to time;
(v) the L/G is denominated in the Base Currency or an Optional Currency;
(vi) the amount of the L/G requested is an amount whose Base Currency Amount is not more than the Available Facility and the Available Commitment of the Issuing Bank;
(vii) a form of the relevant requested L/G as outlined in Clause 3.1 (Purpose) is (x) attached, (y) agreed with the relevant Issuing Bank and (z) satisfies the L/G Approved Criteria;
(viii) the obligor of the obligations secured by the L/G is the respective Borrower, the beneficiary of the L/G is identified and the underlying contract is specified;
(ix) it specifies the expiry date specified in the relevant L/G or, as the case may be, the expiry date of the Commercial Lifetime of the relevant L/G; and
(x) the delivery instructions for the L/G are specified.
(b) The Agent shall in no event be held responsible for a non — or a delayed processing of any Utilisation Request (irrespective of whether made through COGS or otherwise) unless such delayed processing is caused by gross negligence or wilful misconduct on the part of the Agent. As the Agent will not, in the event of a Utilisation Request or other information submitted by telefax, letter or email, be in a position to verify whether any document received as a Utilisation Request has been duly authorised and sent by the relevant Borrower, the Company and each Borrower agrees that the Agent shall be entitled to execute all Utilisation Requests hereunder received by telefax, letter or email or with respect to which further information was delivered by telefax, letter or email if on their face such telefaxes, letters or emails appear to be duly authorised and executed by persons acting on behalf of the Company and/or the relevant Borrower who have been identified as authorised signatories in accordance with the COGS Conditions or in the certificate referred to under paragraph (g) of Part I or number 7 of Part II (Conditions Precedent required to be delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent). Neither the Agent nor any of the Issuing Banks shall be held liable for the execution of any forged Utilisation Request received by telefax, letter or email except where the forgery is evident (offensichtlich) or the Agent or the respective Issuing Bank acted with gross negligence or wilful misconduct.
(c) Provided the requirements in this Agreement are met with respect to any Existing L/G, a Borrower may request in a Utilisation Request that that Existing L/G issued by the relevant Issuing Bank be treated as an L/G issued under this Agreement.
(d) Only one L/G may be requested in each Utilisation Request other than in the case of a Utilisation Request relating to Existing L/Gs issued by the relevant Issuing Bank.Refinancing Loan, Clause 30.2 (Refinancing using Refinancing Loans) has been complied with;
(e) The maximum aggregate Base Currency Amount of all outstanding standby, commercial or trade letters of credit shall at no time exceed EUR 50,000,000 (or its equivalent in any other currency or currencies).the proposed Utilisation Date is a Business Day within the Availability Period applicable to that Facility;
(f) A the currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount); (g) the proposed Interest Period complies with Clause 16 (Interest Periods); (h) it specifies the account and bank to which the proceeds of the Utilisation are to be credited;
(i) other than any Utilisation Request for a Utilisation under the Revolving Facility for general corporate purposes, the amount requested is to be drawn pro rata across each of the Facilities (other than the Swingline Facilities) provided that in respect of the aggregate pro rata amount to be drawn under Facility C and the Revolving Facility, the Utilisation Request may only request that such amount be revoked divided between Facility C and the Revolving Facility in any proportion and the relevant Utilisation Request sets out the amount required to be utilised under each Facility;
(j) in relation to a Utilisation Request for a Utilisation under the Revolving Facility for general corporate purposes (including any use of a Swingline Facility), (A) the Unconditional Date has occurred, (B) the Alcan Related Debt (other than any Alcan Bond Debt) has been repaid or prepaid and cancelled in full using Refinancing Loans or loans under a Target Standalone Agreement or Clause 30.4 (Most Favoured Lender) has been complied with, (C) to the extent that the Financial Adviser is required by the relevant Panel (for the purposes of Rules 2.5(c) and 24.7 of the Code) to give a Cash Confirmation in respect of any Buyback, the Buyback has been completed and (D) if any Short-term Alcan Bond Debt is to remain outstanding after that Utilisation is made, immediately following that Utilisation, the aggregate Available Facilities will be in an amount at least equal to outstanding amount of that Short-term Alcan Bond Debt; and
(k) if the Borrower is a Canadian Borrower:
(i) before that Canadian Borrower may only utilise a Loan to refinance directly any Alcan Related Debt borrowed or issued by that Canadian Borrower or to refinance indirectly (by means of a loan made under an Intercompany Loan Agreement) any Alcan Related Debt borrowed or issued by a member of the Agent has forwarded Target Group that is incorporated or formed under the Utilisation Request to the relevant Issuing Bank by giving notice to the Agentlaws of Canada or of a province or territory thereof; orand
(ii) thereafter, by giving notice to the relevant Issuing Bank which has amount of the Loan to be received borrowed by that Issuing Bank at a time that Issuing Bank will, with reasonable efforts, still Canadian Borrower may not exceed the amount of the Alcan Related Debt referred to in sub-paragraph (i) above which is to be in a position to stop the process that the relevant L/G is delivered to the relevant beneficiary or any other party as instructed by the relevant Borrower. In such case that Issuing Bank shall promptly inform the Agent whether or not that L/G has been issuedrefinanced.
Appears in 1 contract
Completion of a Utilisation Request. (a) Each Subject to Clause 5.8 (Affiliate of a Borrower) and paragraph (f) below, each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:
(i) it identifies the relevant Borrower and the type of L/G (and for the purposes of COGS, standby letters of credit include commercial or trade letters of credit);
(ii) it identifies the relevant Issuing Bank and whether it is to be issued by one or several Issuing Banks (and in the latter case in which portions);
(iii) it identifies the proposed Utilisation Date which is a Business Day falling within the Availability Period;
(iv) it identifies the amount and currency of the requested L/G;
(v) the L/G is denominated in the Base Currency or an Optional Currency;
(vi) the amount of the L/G requested is an amount whose Base Currency Amount is not more than the Available Facility and the Available Commitment of the Issuing Bank;
(vii) a form of the relevant requested L/G as outlined in Clause 3.1 (Purpose) is (x) attached, (y) agreed with the relevant Issuing Bank and (z) satisfies the L/G Approved Criteria;
(viii) the obligor of the obligations secured by the L/G is the respective Borrower, the beneficiary of the L/G is identified and the underlying contract is specified;
(ix) it specifies the expiry date specified in the relevant L/G or, as the case may be, the expiry date of the Commercial Lifetime of the relevant L/G; and
(x) the delivery instructions for the L/G are specified.
(b) The Agent shall in no event be held responsible for a non — - or a delayed processing of any Utilisation Request (irrespective of whether made through COGS or otherwise) unless such delayed processing is caused by gross negligence or wilful misconduct on the part of the Agent. As the Agent will not, in the event of a Utilisation Request or other information submitted by telefax, letter or email, be in a position to verify whether any document received as a Utilisation Request has been duly authorised and sent by the relevant Borrower, the Company and each Borrower agrees that the Agent shall be entitled to execute all Utilisation Requests hereunder received by telefax, letter or email or with respect to which further information was delivered by telefax, letter or email if on their face such telefaxes, letters or emails appear to be duly authorised and executed by persons acting on behalf of the Company and/or the relevant Borrower who have been identified as authorised signatories in accordance with the COGS Conditions or in the certificate referred to under paragraph (g) of Part I 1 or number 7 of Part II 2 (Conditions Precedent required to be delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent). Neither the Agent nor any of the Issuing Banks shall be held liable for the execution of any forged Utilisation Request received by telefax, letter or email except where the forgery is evident (offensichtlich) or the Agent or the respective Issuing Bank acted with gross negligence or wilful misconduct.
(c) Provided the requirements set out in this Agreement Clause 4.1 (Initial conditions precedent) and Clause 4.2 (Further conditions precedent) are met with respect to any Existing L/Gsatisfied, a Borrower may request in a Utilisation Request that that each Existing L/G issued by the relevant Issuing Bank shall be treated as an L/G issued under this Agreement.
(d) Only one L/G may be requested in each Utilisation Request other than in the case of a Utilisation Request relating to Existing L/Gs issued by the relevant Issuing BankRequest.
(e) The maximum aggregate Base Currency Amount of all outstanding standby, commercial or trade letters of credit shall at no time exceed EUR 50,000,000 (or its equivalent in any other currency or currencies)50,000,000.
(f) A Utilisation Request may only be revoked by the relevant Borrower:
(i) before the Agent has forwarded the Utilisation Request to the relevant Issuing Bank by giving notice to the Agent; or
(ii) thereafter, by giving notice to the relevant Issuing Bank which has to be received by that Issuing Bank at a time that Issuing Bank will, with reasonable efforts, still be in a position to stop the process that the relevant L/G is delivered to the relevant beneficiary or any other party as instructed by the relevant Borrower. In such case that Issuing Bank shall promptly inform the Agent whether or not that L/G has been issued.relevant
Appears in 1 contract
Completion of a Utilisation Request. (a) Each Utilisation Request for a Loan is irrevocable and will not be regarded as having been duly completed unless:
(i) it identifies the relevant Borrower and the type of L/G (and for the purposes of COGS, standby letters of credit include commercial or trade letters of credit)Facility to be utilised;
(ii) it identifies specifies the relevant Issuing Bank and whether it is to purpose for which the Utilisation shall be issued by one or several Issuing Banks (and in the latter case in which portions)applied;
(iii) it identifies certifies:
(A) that the proposed Utilisation Date which is will be applied for the purpose specified provided that in the case of a Business Day falling within Utilisation referred to at Clause 5.6 (Term Loan Facility Disbursement Account Utilisation) the Availability Periodpurpose specified shall be the payment by the Agent directly into the Term Loan Facility Disbursement Account; and
(B) compliance with each of the requirements set out in Clause 4.2 (Further conditions precedent);
(iv) it identifies the amount and currency of proposed Utilisation Date is a Business Day within the requested L/GAvailability Period applicable to that Facility;
(v) the L/G is denominated in the Base Currency or an Optional Currency;
(vi) the amount of the L/G requested is an amount whose Base Currency Amount is not more than the Available Facility and the Available Commitment of the Issuing Bank;
(vii) a form of the relevant requested L/G as outlined in Clause 3.1 (Purpose) is (x) attachedcurrency and, (y) agreed with the relevant Issuing Bank and (z) satisfies the L/G Approved Criteria;
(viii) the obligor of the obligations secured by the L/G is the respective Borrower, the beneficiary of the L/G is identified and the underlying contract is specified;
(ix) it specifies the expiry date specified in the relevant L/G or, as the case may be, the expiry date of the Commercial Lifetime of the relevant L/G; and
(x) the delivery instructions for the L/G are specified.
(b) The Agent shall in no event be held responsible for a non — or a delayed processing of any Utilisation Request (irrespective of whether made through COGS or otherwise) unless such delayed processing is caused by gross negligence or wilful misconduct on the part of the Agent. As the Agent will not, in the event of a Utilisation Request or other information submitted by telefax, letter or email, be in a position to verify whether any document received as a Utilisation Request has been duly authorised and sent by the relevant Borrower, the Company and each Borrower agrees that the Agent shall be entitled to execute all Utilisation Requests hereunder received by telefax, letter or email or with respect to which further information was delivered by telefax, letter or email if on their face such telefaxes, letters or emails appear to be duly authorised and executed by persons acting on behalf of the Company and/or the relevant Borrower who have been identified as authorised signatories in accordance with the COGS Conditions or in the certificate referred to under paragraph (g) of Part I or number 7 of Part II (Conditions Precedent required to be delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent). Neither the Agent nor any of the Issuing Banks shall be held liable for the execution of any forged Utilisation Request received by telefax, letter or email except where the forgery is evident (offensichtlich) or the Agent or the respective Issuing Bank acted with gross negligence or wilful misconduct.
(c) Provided the requirements in this Agreement are met with respect to any Existing L/G, a Borrower may request in a Utilisation Request that that Existing L/G issued by the relevant Issuing Bank be treated as an L/G issued under this Agreement.
(d) Only one L/G may be requested in each Utilisation Request other than in the case of a Utilisation Request relating referred to Existing L/Gs issued at Clause 5.6 (Term Loan Facility Disbursement Account Utilisation), amount of the Utilisation comply with Clause 5.3 (Currency and amount);
(vi) the proposed Interest Period complies with Clause 13 (Interest Periods);
(vii) (save for any Utilisation of the Term Loan Facility made on the last day of the Availability Period for the Term Loan Facility and deposited in the Term Loan Facility Disbursement Account pursuant to Clause 5.6 (Term Loan Facility Disbursement Account Utilisation) and any Utilisation of the Revolving Facility), in respect of a proposed Utilisation of the Term Loan Facility, it is accompanied by originals or certified copies of all of the relevant Issuing Bankdocuments or evidence listed in Part II of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Agent (acting on the instructions of the Majority Lenders) in accordance with this Agreement; and
(viii) (save for any Utilisation of the Term Loan Facility made on the last day of the Availability Period for the Term Loan Facility and deposited in the Term Loan Facility Disbursement Account pursuant to Clause 5.6 (Term Loan Facility Disbursement Account Utilisation)), in respect of a proposed Utilisation of the Term Loan Facility, not more than two Utilisation Requests in respect of the Term Loan Facility, have been delivered in any one calendar month.
(eb) The maximum aggregate Base Currency Amount of all outstanding standby, commercial or trade letters of credit shall at no time exceed EUR 50,000,000 (or its equivalent in any other currency or currencies).
(f) A Only one Utilisation Request may only be revoked by the relevant Borrower:
(i) before the Agent has forwarded the Utilisation Request to the relevant Issuing Bank by giving notice to the Agent; or
(ii) thereafter, by giving notice to the relevant Issuing Bank which has to be received by that Issuing Bank at a time that Issuing Bank will, with reasonable efforts, still be requested in a position to stop the process that the relevant L/G is delivered to the relevant beneficiary or any other party as instructed by the relevant Borrower. In such case that Issuing Bank shall promptly inform the Agent whether or not that L/G has been issuedUtilisation Request.
Appears in 1 contract
Completion of a Utilisation Request. (a) Each Utilisation Request is irrevocable and will shall not be regarded as having been duly completed unless:
(i) it identifies sets out:
(A) the relevant aggregate amount requested by the Borrower under all Tranches of its Term Loan in respect of that Utilisation Request; and
(B) the individual amounts requested by the Borrower under each Tranche of its Term Loan in respect of that Utilisation Request, which amounts shall be calculated by such Borrower and be equal to the type Tranche Proportion of L/G (and for the purposes of COGS, standby letters of credit include commercial or trade letters of credit)each such Tranche;
(ii) it identifies the proposed Utilisation Date specified in such Utilisation Request is within the Availability Period of the relevant Issuing Bank and whether it is to be issued by one or several Issuing Banks (and in the latter case in which portions)Term Loan;
(iii) it identifies the currency and amount of the proposed Utilisation Date which is a Business Day falling within the Availability Periodcomply with Clause 4.3;
(iv) it identifies the amount and currency of the requested L/G;proposed Interest Period complies with Clause 7.1; and
(v) the L/G Utilisation Request:
(A) except in respect of the final Utilisation of a Term Loan, confirms that following the proposed Utilisation, sufficient Available Commitments shall remain available in order for each Borrower that has not made its Final Payment to make its Final Payment as required by the Shipbuilding Contract to which it is denominated a party; and
(B) confirms that the Proceeds of the proposed Utilisation shall be used for Permitted Uses only.
(b) In respect of each Term Loan, only one Utilisation Request may be delivered each month; provided, however, that subject to Clause 4.2(d), a Borrower may deliver more than one Utilisation Request in any month, provided that the Proceeds of any such additional Utilisation shall be applied only to the payment of amounts due and payable under its Shipbuilding Contract.
(c) Each Borrower has proposed a Utilisation Schedule for its Term Loan. Such Utilisation Schedule is indicative only. To the extent a Borrower reasonably anticipates any material deviation from the schedule of dates and/or amounts in its Utilisation Schedule at any time, such Borrower shall update its Utilisation Schedule and provide such updated Utilisation Schedule to the Intercreditor Agent. If Proceeds of the Loans are to be applied towards payments contemplated in the Base Currency or an Optional Currency;
(vi) the amount Construction Budget of the L/G requested is an amount whose Base Currency Amount is not more than the Available Facility and the Available Commitment of the Issuing Bank;
(vii) a form of the relevant requested L/G as outlined in Clause 3.1 (Purpose) is (x) attached, (y) agreed with the relevant Issuing Bank and (z) satisfies the L/G Approved Criteria;
(viii) the obligor of the obligations secured by the L/G is the respective Borrower, the beneficiary Utilisation Schedule for such Borrower (as updated from time to time in accordance with this Clause 4.2(c)) shall provide for the Utilisation in respect of such Proceeds to be made prior to the L/G is identified and the underlying contract is specified;date such Proceeds are to be applied as contemplated by such Construction Budget.
(ixd) it specifies Each Alternative Arrangement Borrower may request only one further Utilisation of its Term Loan following the expiry date specified in the relevant L/G oron which an Alternative Charter or Acceptable Charter, as the case may be, the expiry date of the Commercial Lifetime of the relevant L/G; and
(x) the delivery instructions for the L/G are specifiedis signed by all parties thereto.
(b) The Agent shall in no event be held responsible for a non — or a delayed processing of any Utilisation Request (irrespective of whether made through COGS or otherwise) unless such delayed processing is caused by gross negligence or wilful misconduct on the part of the Agent. As the Agent will not, in the event of a Utilisation Request or other information submitted by telefax, letter or email, be in a position to verify whether any document received as a Utilisation Request has been duly authorised and sent by the relevant Borrower, the Company and each Borrower agrees that the Agent shall be entitled to execute all Utilisation Requests hereunder received by telefax, letter or email or with respect to which further information was delivered by telefax, letter or email if on their face such telefaxes, letters or emails appear to be duly authorised and executed by persons acting on behalf of the Company and/or the relevant Borrower who have been identified as authorised signatories in accordance with the COGS Conditions or in the certificate referred to under paragraph (g) of Part I or number 7 of Part II (Conditions Precedent required to be delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent). Neither the Agent nor any of the Issuing Banks shall be held liable for the execution of any forged Utilisation Request received by telefax, letter or email except where the forgery is evident (offensichtlich) or the Agent or the respective Issuing Bank acted with gross negligence or wilful misconduct.
(c) Provided the requirements in this Agreement are met with respect to any Existing L/G, a Borrower may request in a Utilisation Request that that Existing L/G issued by the relevant Issuing Bank be treated as an L/G issued under this Agreement.
(d) Only one L/G may be requested in each Utilisation Request other than in the case of a Utilisation Request relating to Existing L/Gs issued by the relevant Issuing Bank.
(e) The maximum aggregate Base Currency Amount of all outstanding standby, commercial or trade letters of credit shall at no time exceed EUR 50,000,000 (or its equivalent in any other currency or currencies).
(f) A Utilisation Request may only be revoked by the relevant Borrower:
(i) before the Agent has forwarded the Utilisation Request to the relevant Issuing Bank by giving notice to the Agent; or
(ii) thereafter, by giving notice to the relevant Issuing Bank which has to be received by that Issuing Bank at a time that Issuing Bank will, with reasonable efforts, still be in a position to stop the process that the relevant L/G is delivered to the relevant beneficiary or any other party as instructed by the relevant Borrower. In such case that Issuing Bank shall promptly inform the Agent whether or not that L/G has been issued.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Pacific Drilling S.A.)
Completion of a Utilisation Request. (a) 6.2.1 Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:
(a) in the case of a Loan:
(i) it identifies the relevant Borrower and the type of L/G (and for the purposes of COGS, standby letters of credit include commercial or trade letters of credit);
(ii) it identifies the relevant Issuing Bank and whether it is to be issued by one or several Issuing Banks (and in the latter case in which portions);
(iii) it identifies the proposed Utilisation Date which is a Business Banking Day falling within the Availability Period;
(ii) the currency and amount of the Utilisation comply with clause 6.3 (Currency and amount); and
(iii) the proposed Interest Period complies with clause 11 (Interest Periods); and
(b) in the case of a Letter of Credit;
(i) it specifies that it is for a Letter of Credit;
(ii) the proposed Utilisation Date is a Banking Day within the Availability Period;
(iii) the currency and amount of the Letter of Credit comply with clause 6.3 (Currency and amount);
(iv) it identifies the amount and currency an agreed form Letter of the requested L/GCredit is attached;
(v) the L/G Utilisation Request is denominated in accompanied by a copy of the Base Currency form of the documentation or an Optional Currencyother instrument evidencing the obligation of the Borrower which will be the subject of the Letter of Credit and such documentation or other instrument is reasonably acceptable to the Agent;
(vi) there is a maximum limit to the amount stated liability of the L/G requested is an amount whose Base Currency Amount is Lenders under the Letter of Credit and such Letter of Credit has a specified Expiry Date falling not more later than the Available Facility and the Available Commitment of the Issuing BankTermination Date;
(vii) a form the Base Currency Amount of the relevant requested L/G Letter of Credit is a minimum of £2,500,000 or the balance of the unutilised LC Limit, or such other lesser amount as outlined in Clause 3.1 (Purpose) is (x) attached, (y) agreed with the relevant Issuing Bank and (z) satisfies the L/G Approved CriteriaAgent may agree;
(viii) the obligor identity of the obligations secured by the L/G is the respective Borrower, the beneficiary of the L/G is identified Letter of Credit has been approved by the Agent, acting reasonably and in accordance with the underlying contract is specifiedinstructions of the Majority Lenders;
(ix) it specifies the expiry date specified in delivery instructions for the relevant L/G or, as the case may be, the expiry date Letter of the Commercial Lifetime of the relevant L/GCredit are specified; and
(x) the delivery instructions terms of the Letter of Credit contain a clear procedure for the L/G are specifiedmaking of claims reasonably satisfactory to the Agent.
(b) The Agent shall in no event be held responsible for a non — or a delayed processing of any Utilisation Request (irrespective of whether made through COGS or otherwise) unless such delayed processing is caused by gross negligence or wilful misconduct on the part of the Agent. As the Agent will not, in the event of a Utilisation Request or other information submitted by telefax, letter or email, be in a position to verify whether any document received as a Utilisation Request has been duly authorised and sent by the relevant Borrower, the Company and each Borrower agrees that the Agent shall be entitled to execute all Utilisation Requests hereunder received by telefax, letter or email or with respect to which further information was delivered by telefax, letter or email if on their face such telefaxes, letters or emails appear to be duly authorised and executed by persons acting on behalf of the Company and/or the relevant Borrower who have been identified as authorised signatories in accordance with the COGS Conditions or in the certificate referred to under paragraph (g) of Part I or number 7 of Part II (Conditions Precedent required to be delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent). Neither the Agent nor any of the Issuing Banks shall be held liable for the execution of any forged Utilisation Request received by telefax, letter or email except where the forgery is evident (offensichtlich) or the Agent or the respective Issuing Bank acted with gross negligence or wilful misconduct.
(c) Provided the requirements in this Agreement are met with respect to any Existing L/G, a Borrower may request in a Utilisation Request that that Existing L/G issued by the relevant Issuing Bank be treated as an L/G issued under this Agreement.
(d) Only 6.2.2 No more than one L/G currency may be requested in each any single Utilisation Request, and a Utilisation by way of Letter of Credit must be requested in a separate Utilisation Request. The Borrower may, subject to the other terms of this Agreement, deliver more than one Utilisation Request other than in the case of a Utilisation Request relating to Existing L/Gs issued by the relevant Issuing Bankon any one day.
(e) The maximum aggregate Base Currency Amount of all outstanding standby, commercial or trade letters of credit shall at no time exceed EUR 50,000,000 (or its equivalent in any other currency or currencies).
(f) A Utilisation Request may only be revoked by the relevant Borrower:
(i) before the Agent has forwarded the Utilisation Request to the relevant Issuing Bank by giving notice to the Agent; or
(ii) thereafter, by giving notice to the relevant Issuing Bank which has to be received by that Issuing Bank at a time that Issuing Bank will, with reasonable efforts, still be in a position to stop the process that the relevant L/G is delivered to the relevant beneficiary or any other party as instructed by the relevant Borrower. In such case that Issuing Bank shall promptly inform the Agent whether or not that L/G has been issued.
Appears in 1 contract
Sources: Facility Agreement (British Sky Broadcasting Group PLC)
Completion of a Utilisation Request. (a) Each Utilisation Request for a Loan is irrevocable and will not be regarded as having been duly completed unless:
(i) it identifies the relevant Borrower and the type of L/G (and for the purposes of COGS, standby letters of credit include commercial or trade letters of credit);
(ii) it identifies the relevant Issuing Bank and whether it is to be issued by one or several Issuing Banks (and in the latter case in which portions);
(iii) it identifies the proposed Utilisation Date which is a Business Day falling within the Availability Period;
(ii) the currency and amount of such Loan (the subject of such Utilisation Request) comply with Clause 5.3 (Currency and amount);
(iii) the proposed first Interest Period complies with Clause 10 (Interest Periods);
(iv) it identifies the amount specifies whether such Loan is a Certain Funds Advance, whether such Loan is a Compulsory Acquisition Advance and currency of the requested L/Gwhether such Loan is a Reimbursement Advance;
(v) the L/G is denominated in the Base Currency or an Optional Currency;case of a Loan in US dollars, it specifies a prevailing rate of exchange for conversion of the proceeds of such Loan into HK dollars (the “Conversion Rate”); and
(vi) in the amount case of a Certain Funds Advance:
(A) such Utilisation Request specifies that the proceeds of such Loan shall be paid into the Debt Service Reserve Account until the aggregate balance standing to the credit thereof is equal to the Required DSRA Balance and that the remaining proceeds of such Loan shall be paid:
(1) into the Settlement Account (or, in the case of a Loan in US dollars, to such financial institution specified by the Borrower in such Utilisation Request as the financial institution that will effect conversion of such proceeds into HK$ at such Conversion Rate and effect payment of such conversion proceeds into the Settlement Account) for application towards settlement of the L/G requested is an amount whose Base Currency Amount is not more than Acquisition Consideration or any part thereof; or
(2) (only in the Available Facility and the Available Commitment case of a Compulsory Acquisition Advance or a Reimbursement Advance) into such account of the Issuing Bank;
(vii) a form of the relevant requested L/G Borrower as outlined in Clause 3.1 (Purpose) is (x) attached, (y) agreed with the relevant Issuing Bank and (z) satisfies the L/G Approved Criteria;
(viii) the obligor of the obligations secured specified by the L/G is the respective Borrower, the beneficiary of the L/G is identified and the underlying contract is specified;
(ix) it specifies the expiry date specified Borrower in the relevant L/G or, as the case may be, the expiry date of the Commercial Lifetime of the relevant L/Gsuch Utilisation Request; and
(xB) such Utilisation Request is accompanied by evidence demonstrating that:
(1) (A) Target Shares have been tendered for acceptance pursuant to the Offer and the Acquisition Consideration or any part thereof in respect of such Target Shares has become or will become due or (B) (in the case of a Compulsory Acquisition Advance) the delivery instructions Compulsory Acquisition Threshold Date has occurred, the Offeror has acquired and paid for all of the L/G are specifiedTarget Shares that have been tendered for acceptance pursuant to the Offer (being not less than 90% in value of the Target Shares to which the Offer relates), and the Offeror has given notice to the Facility Agent pursuant to paragraph (f)(i) of Clause 21.19 (Offer and Relevant Documents) that it will make Compulsory Acquisition in respect of all of the Target Shares that have not be tendered for acceptance pursuant to the Offer (such Target Shares or, as applicable, the Target Shares referred to in (A), being the “Subject Target Shares”);
(2) the amount equal to (A) the aggregate Acquisition Consideration to be paid (or, in the case of a Reimbursement Advance, already paid) in respect of such Subject Target Shares (or, in the case of a Loan in US dollars, the equivalent of such aggregate Acquisition Consideration in US$ calculated using such Conversion Rate specified in such Utilisation Request) plus (B) any amount required to be paid in to the Debt Service Reserve Account to ensure that the aggregate amount standing to the credit thereof is not less than the Required DSRA Balance is not less than the proposed amount of such Loan; and
(3) (in the case of a Reimbursement Advance) the aggregate Acquisition Consideration in respect of such Subject Target Shares has already been paid using cash resources of the Group (and not from the proceeds of any Loan), provided that (in each case) none of such Subject Target Shares is the subject of any such evidence delivered under this paragraph (vi)(B) in respect of any other Utilisation Request.
(b) The Agent shall in no event be held responsible for a non — or a delayed processing of any Utilisation Request (irrespective of whether made through COGS or otherwise) unless such delayed processing is caused by gross negligence or wilful misconduct on the part of the Agent. As the Agent will not, in the event of a Utilisation Request or other information submitted by telefax, letter or email, be in a position to verify whether any document received as a Utilisation Request has been duly authorised and sent by the relevant Borrower, the Company and each Borrower agrees that the Agent shall be entitled to execute all Utilisation Requests hereunder received by telefax, letter or email or with respect to which further information was delivered by telefax, letter or email if on their face such telefaxes, letters or emails appear to be duly authorised and executed by persons acting on behalf of the Company and/or the relevant Borrower who have been identified as authorised signatories in accordance with the COGS Conditions or in the certificate referred to under paragraph (g) of Part I or number 7 of Part II (Conditions Precedent required to be delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent). Neither the Agent nor any of the Issuing Banks shall be held liable for the execution of any forged Utilisation Request received by telefax, letter or email except where the forgery is evident (offensichtlich) or the Agent or the respective Issuing Bank acted with gross negligence or wilful misconduct.
(c) Provided the requirements in this Agreement are met with respect to any Existing L/G, a Borrower may request in a Utilisation Request that that Existing L/G issued by the relevant Issuing Bank be treated as an L/G issued under this Agreement.
(d) Only one L/G Loan may be requested in each Utilisation Request other than in the case of a Utilisation Request relating to Existing L/Gs issued by the relevant Issuing BankRequest.
(e) The maximum aggregate Base Currency Amount of all outstanding standby, commercial or trade letters of credit shall at no time exceed EUR 50,000,000 (or its equivalent in any other currency or currencies).
(f) A Utilisation Request may only be revoked by the relevant Borrower:
(i) before the Agent has forwarded the Utilisation Request to the relevant Issuing Bank by giving notice to the Agent; or
(ii) thereafter, by giving notice to the relevant Issuing Bank which has to be received by that Issuing Bank at a time that Issuing Bank will, with reasonable efforts, still be in a position to stop the process that the relevant L/G is delivered to the relevant beneficiary or any other party as instructed by the relevant Borrower. In such case that Issuing Bank shall promptly inform the Agent whether or not that L/G has been issued.
Appears in 1 contract
Completion of a Utilisation Request. (a) Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:
(i) it identifies the relevant Borrower and the type of L/G (and for the purposes of COGS, standby letters of credit include commercial or trade letters of credit);
(ii) it identifies the relevant Issuing Bank and whether it is to be issued by one or several Issuing Banks (and in the latter case in which portions);
(iii) it identifies the proposed Utilisation Date which is a Business Day falling within the Availability Period;
(ivii) it identifies the currency and amount and currency of the requested L/GUtilisation comply with Clause 5.3 (Currency and amount);
(viii) the L/G is denominated in the Base Currency or an Optional Currency;case of:
(vi1) any Loan drawn on or prior to the amount final Settlement Date in respect of the L/G requested is an amount whose Base Currency Amount is not more than the Available Facility and the Available Commitment of the Issuing Bank;
(vii) a form of the relevant requested L/G as outlined in Clause 3.1 (Purpose) is (x) attachedOffer, (y) agreed with the relevant Issuing Bank and (z) satisfies the L/G Approved Criteria;
(viii) the obligor of the obligations secured by the L/G is the respective Borrower, the beneficiary of the L/G is identified and the underlying contract is specified;
(ix) it specifies the expiry date specified in the relevant L/G or, as the case may be, the expiry date purpose of the Commercial Lifetime of the relevant L/Gsuch Loan; and
(x2) an Offer Loan drawn for purposes of financing of any Offer Payment, it specifies that such Loan will be credited directly to the Settlement Account; or
(3) an Offer Loan drawn for a purpose specified in Clause 3.1(b), (c) or (d) (Purpose), it specifies that such Loan will be credited directly to an account maintained outside the United States of America specified by the Offer Guarantor, the Agent or to the Cash Collateral Account, as applicable; or
(4) a Loan drawn for a purpose specified in Clause 3.1(e) (Purpose), it confirms that the amount of such Loan does not exceed an amount which is equal to the aggregate amount paid by the Borrower (or Bidco) to holders of Target Securities acquired by way of Supplemental Offer Market Purchases at the time of delivery of the relevant Utilisation Request less that part (if any) of such amount which has been previously financed either by way of (an) Offer Loan(s) drawn for purposes of financing of (an) Offer Payment(s) or by way of any other Loan(s) previously drawn for the purpose specified in Clause 3.1(e) (Purpose); and/or (as applicable)
(5) a Loan drawn for a purpose specified in Clause 3.1(e), (f), (g) or (h) (Purpose), it specifies that such Loan will be credited directly to an account maintained outside the United States of America; and
(iv) the delivery instructions for the L/G are specifiedproposed Interest Period complies with Clause 12 (Interest Periods).
(b) The Agent shall in no event be held responsible for a non — or a delayed processing of any Utilisation Request (irrespective of whether made through COGS or otherwise) unless such delayed processing is caused by gross negligence or wilful misconduct on the part of the Agent. As the Agent will not, in the event of a Utilisation Request or other information submitted by telefax, letter or email, be in a position to verify whether any document received as a Utilisation Request has been duly authorised and sent by the relevant Borrower, the Company and each Borrower agrees that the Agent shall be entitled to execute all Utilisation Requests hereunder received by telefax, letter or email or with respect to which further information was delivered by telefax, letter or email if on their face such telefaxes, letters or emails appear to be duly authorised and executed by persons acting on behalf of the Company and/or the relevant Borrower who have been identified as authorised signatories in accordance with the COGS Conditions or in the certificate referred to under paragraph (g) of Part I or number 7 of Part II (Conditions Precedent required to be delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent). Neither the Agent nor any of the Issuing Banks shall be held liable for the execution of any forged Utilisation Request received by telefax, letter or email except where the forgery is evident (offensichtlich) or the Agent or the respective Issuing Bank acted with gross negligence or wilful misconduct.
(c) Provided the requirements in this Agreement are met with respect to any Existing L/G, a Borrower may request in a Utilisation Request that that Existing L/G issued by the relevant Issuing Bank be treated as an L/G issued under this Agreement.
(d) Only one L/G Loan may be requested in each Utilisation Request other than in the case of a Utilisation Request relating to Existing L/Gs issued by the relevant Issuing BankRequest.
(ec) The maximum In the event a Loan is drawn for the purpose specified in Clause 3.1(e) (Purpose) the Agent shall promptly notify the Offer Guarantor thereof. Promptly upon receipt of such notification, the Offer Guarantor shall confirm to the Agent the then current aggregate Base Currency Amount of all outstanding standby, commercial or trade letters of credit shall at no time exceed EUR 50,000,000 amount paid by the Borrower (or its equivalent in any other currency or currencies)Bidco) to holders of Target Securities acquired by way of Supplemental Offer Market Purchases.
(f) A Utilisation Request may only be revoked by the relevant Borrower:
(i) before the Agent has forwarded the Utilisation Request to the relevant Issuing Bank by giving notice to the Agent; or
(ii) thereafter, by giving notice to the relevant Issuing Bank which has to be received by that Issuing Bank at a time that Issuing Bank will, with reasonable efforts, still be in a position to stop the process that the relevant L/G is delivered to the relevant beneficiary or any other party as instructed by the relevant Borrower. In such case that Issuing Bank shall promptly inform the Agent whether or not that L/G has been issued.
Appears in 1 contract
Completion of a Utilisation Request. (a) Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:
(i) it identifies the relevant Borrower and the type of L/G (and for the purposes of COGS, standby letters of credit include commercial or trade letters of credit);
(ii) it identifies the relevant Issuing Bank and whether it is to be issued by one or several Issuing Banks (and in the latter case in which portions);
(iii) it identifies the proposed Utilisation Date which is a Business Day falling within the Availability Period;
(ivii) it identifies the currency and amount and currency of the requested L/GUtilisation comply with Clause 5.3 (Currency and amount);
(viii) the L/G is denominated in the Base Currency or an Optional Currency;case of:
(vi1) any Loan drawn on or prior to the amount final Settlement Date in respect of the L/G requested is an amount whose Base Currency Amount is not more than the Available Facility and the Available Commitment of the Issuing Bank;
(vii) a form of the relevant requested L/G as outlined in Clause 3.1 (Purpose) is (x) attachedOffer, (y) agreed with the relevant Issuing Bank and (z) satisfies the L/G Approved Criteria;
(viii) the obligor of the obligations secured by the L/G is the respective Borrower, the beneficiary of the L/G is identified and the underlying contract is specified;
(ix) it specifies the expiry date specified in the relevant L/G or, as the case may be, the expiry date purpose of the Commercial Lifetime of the relevant L/Gsuch Loan; and
(x2) an Offer Loan drawn for purposes of financing of any Offer Payment, it specifies that such Loan will be credited directly to the Settlement Account; or
(3) an Offer Loan drawn for a purpose specified in Clause 3.1(b), (c) or (d) (Purpose), it specifies that such Loan will be credited directly to an account maintained outside the United States of America specified by the Offer Guarantor, the Agent or to the Cash Collateral Account, as applicable; or Table of Contents
(4) a Loan drawn for a purpose specified in Clause 3.1(e) (Purpose), it confirms that the amount of such Loan does not exceed an amount which is equal to the aggregate amount paid by the Borrower (or Bidco) to holders of Target Securities acquired by way of Supplemental Offer Market Purchases at the time of delivery of the relevant Utilisation Request less that part (if any) of such amount which has been previously financed either by way of (an) Offer Loan(s) drawn for purposes of financing of (an) Offer Payment(s) or by way of any other Loan(s) previously drawn for the purpose specified in Clause 3.1(e) (Purpose); and/or (as applicable)
(5) a Loan drawn for a purpose specified in Clause 3.1(e), (f), (g) or (h) (Purpose), it specifies that such Loan will be credited directly to an account maintained outside the United States of America; and
(iv) the delivery instructions for the L/G are specifiedproposed Interest Period complies with Clause 12 (Interest Periods).
(b) The Agent shall in no event be held responsible for a non — or a delayed processing of any Utilisation Request (irrespective of whether made through COGS or otherwise) unless such delayed processing is caused by gross negligence or wilful misconduct on the part of the Agent. As the Agent will not, in the event of a Utilisation Request or other information submitted by telefax, letter or email, be in a position to verify whether any document received as a Utilisation Request has been duly authorised and sent by the relevant Borrower, the Company and each Borrower agrees that the Agent shall be entitled to execute all Utilisation Requests hereunder received by telefax, letter or email or with respect to which further information was delivered by telefax, letter or email if on their face such telefaxes, letters or emails appear to be duly authorised and executed by persons acting on behalf of the Company and/or the relevant Borrower who have been identified as authorised signatories in accordance with the COGS Conditions or in the certificate referred to under paragraph (g) of Part I or number 7 of Part II (Conditions Precedent required to be delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent). Neither the Agent nor any of the Issuing Banks shall be held liable for the execution of any forged Utilisation Request received by telefax, letter or email except where the forgery is evident (offensichtlich) or the Agent or the respective Issuing Bank acted with gross negligence or wilful misconduct.
(c) Provided the requirements in this Agreement are met with respect to any Existing L/G, a Borrower may request in a Utilisation Request that that Existing L/G issued by the relevant Issuing Bank be treated as an L/G issued under this Agreement.
(d) Only one L/G Loan may be requested in each Utilisation Request other than in the case of a Utilisation Request relating to Existing L/Gs issued by the relevant Issuing BankRequest.
(ec) The maximum In the event a Loan is drawn for the purpose specified in Clause 3.1(e) (Purpose) the Agent shall promptly notify the Offer Guarantor thereof. Promptly upon receipt of such notification, the Offer Guarantor shall confirm to the Agent the then current aggregate Base Currency Amount of all outstanding standby, commercial or trade letters of credit shall at no time exceed EUR 50,000,000 amount paid by the Borrower (or its equivalent in any other currency or currencies)Bidco) to holders of Target Securities acquired by way of Supplemental Offer Market Purchases.
(f) A Utilisation Request may only be revoked by the relevant Borrower:
(i) before the Agent has forwarded the Utilisation Request to the relevant Issuing Bank by giving notice to the Agent; or
(ii) thereafter, by giving notice to the relevant Issuing Bank which has to be received by that Issuing Bank at a time that Issuing Bank will, with reasonable efforts, still be in a position to stop the process that the relevant L/G is delivered to the relevant beneficiary or any other party as instructed by the relevant Borrower. In such case that Issuing Bank shall promptly inform the Agent whether or not that L/G has been issued.
Appears in 1 contract
Sources: Syndicated Multicurrency Term Loan Facility Agreement (Sap France S.A.)
Completion of a Utilisation Request. (a) Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:
(i) it identifies the relevant Borrower and the type of L/G (and for the purposes of COGS, standby letters of credit include commercial or trade letters of credit)Facility to be utilised;
(ii) it identifies the relevant Issuing Bank and whether it proposed Utilisation Date is a Business Day within the Availability Period applicable to be issued by one or several Issuing Banks (and in the latter case in which portions)that Facility;
(iii) it identifies the proposed Utilisation Date which is a Business Day falling within Interest Period of the Availability PeriodLoan complies with this Agreement;
(iv) it identifies the amount and currency of specified in a Utilisation Request must be in RMB or any other currency agreed by the requested L/GParties;
(v) the L/G is denominated in amount of the Base Currency or an Optional CurrencyUtilisation complies with Clause 5.3 (Utilisation Amount);
(vi) the amount in respect of a Loan that is required to be disbursed by way of the L/G Consigned Disbursement, it specifies the wiring and transfer instructions with respect to the payee’s name, the payee’s account information, the payment amount and currency, payment purpose and any other information reasonably requested is an amount whose Base Currency Amount is not more than by the Available Facility and the Available Commitment of the Issuing BankAgent;
(vii) in the case of a form Facility A Loan that is required to be disbursed by way of the relevant Consigned Disbursement according to the paragraph (a) of clause 5.5 (Advance of Loans), the Utilisation Request is accompanied by certified copies of the following documents (the “Evidence of Facility A Utilisation”):
(A) Original Bank Loan Agreement;
(B) Existing Inter-company Loan Agreements (Project SH1);
(C) repayment notice, pay-off statement, invoice or other proof of the Original Bank Loan A and the Existing Inter-company Loans (Project SH1) pay-off amount and currency;
(D) purchase contracts or orders, invoices, bank account statements or other documentary proof evidencing the proceeds from the Original Bank Loan A and the Existing Inter-company Loans (Project SH1) have been applied towards the Capital Expenditures and/or working capital of the Project SH1; and
(E) any other underlying transaction documents reasonably requested L/G as outlined in Clause 3.1 (Purpose) is (x) attached, (y) agreed with by the relevant Issuing Bank and (z) satisfies the L/G Approved CriteriaFacility Agent;
(viii) in the obligor case of a Facility B Loan that is required to be disbursed by way of the obligations secured Consigned Disbursement according to the paragraph (a) of Clause 5.5 (Advance of Loans), the Utilisation Request is accompanied by certified copies of the following documents (the “Evidence of Facility B Utilisation”):
(A) Original Bank Loan Agreement;
(B) Existing Inter-company Loan Agreements (Project SH2);
(C) repayment notice, pay-off statement, invoice or other proof of the Original Bank Loan B and the Existing Inter-company Loans (Project SH2) pay-off amount and currency;
(D) purchase contracts or orders, invoices, bank account statements or other documentary proof evidencing the proceeds from the Original Bank Loan B and the Existing Inter-company Loans (Project SH2) have been applied towards the Capital Expenditures and/or working capital of the Project SH2;
(E) purchase contracts or orders, invoices or other documents which would evidence that EDC YG is obliged to make the payment of the Capital Expenditures of the Project SH2; and
(F) any other underlying transaction documents reasonably requested by the L/G is the respective Borrower, the beneficiary of the L/G is identified and the underlying contract is specified;Facility Agent.
(ix) it specifies the expiry date specified in the relevant L/G or, as case of a Facility C Loan that is required to be disbursed by way of the case may beConsigned Disbursement according to the paragraph (a) of clause 5.5 (Advance of Loans), the expiry date Utilisation Request is accompanied by certified copies of the Commercial Lifetime following documents (the “Evidence of Facility C Utilisation”):
(A) purchase contracts or orders, invoices or other documents which would evidence that EDC YG is obliged to make the payment of the relevant L/GCapital Expenditures of the Project SH3;
(B) a certified copy of break down list showing the details of all Service Contracts (including the Contract Value for each Service Contract) together with certified true copies of each duly signed Service Contract, in each case which would reasonably evidence the amount of the proposed Loan to be utilized under that Utilisation Request complies with the requirement as set out in paragraph (c) of Clause 5.3 (Utilisation Amount) to the satisfaction of the Facility Agent; and
(C) any other underlying transaction documents reasonably requested by the Facility Agent;
(x) in the delivery instructions case of a Facility E Loan that is required to be disbursed by way of the Consigned Disbursement according to the paragraph (a) of clause 5.5 (Advance of Loans), the Utilisation Request is accompanied by certified copies of the following documents (the “Evidence of Facility E Utilisation”):
(A) purchase contracts or orders, invoices or other documents which would evidence that EDC YG is obliged to make the payment for the L/G are specifiedworking capital purpose; and
(B) any other underlying transaction documents reasonably requested by the Facility Agent.
(b) The Agent shall Only one Loan may be requested in no event be held responsible for a non — or a delayed processing of any each Utilisation Request (irrespective of whether made through COGS or otherwise) unless such delayed processing is caused by gross negligence or wilful misconduct on the part of the Agent. As the Agent will not, in the event of a Utilisation Request or other information submitted by telefax, letter or email, be in a position to verify whether any document received as a Utilisation Request has been duly authorised and sent by the relevant Borrower, the Company and each Borrower agrees that the Agent shall be entitled to execute all Utilisation Requests hereunder received by telefax, letter or email or with respect to which further information was delivered by telefax, letter or email if on their face such telefaxes, letters or emails appear to be duly authorised and executed by persons acting on behalf of the Company and/or the relevant Borrower who have been identified as authorised signatories in accordance with the COGS Conditions or in the certificate referred to under paragraph (g) of Part I or number 7 of Part II (Conditions Precedent required to be delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent). Neither the Agent nor any of the Issuing Banks shall be held liable for the execution of any forged Utilisation Request received by telefax, letter or email except where the forgery is evident (offensichtlich) or the Agent or the respective Issuing Bank acted with gross negligence or wilful misconductRequest.
(c) Provided EDC YG must deliver the requirements in this Agreement are met with respect to any Existing L/G, a Borrower may request in a first Facility C Utilisation Request that that Existing L/G issued by within 3 Months after the relevant Issuing Bank be treated as an L/G issued under date of this Agreement.
(d) Only one L/G may be requested in each EDC YG must deliver the first Facility E Utilisation Request other than in within 3 Months after the case date of a Utilisation Request relating to Existing L/Gs issued by the relevant Issuing Bankthis Agreement.
(e) The maximum aggregate Base Currency Amount of all outstanding standby, commercial or trade letters of credit shall at no time exceed EUR 50,000,000 (or its equivalent in any other currency or currencies).
(f) A Utilisation Request may only be revoked by the relevant Borrower:
(i) before the Agent has forwarded the Utilisation Request to the relevant Issuing Bank by giving notice to the Agent; or
(ii) thereafter, by giving notice to the relevant Issuing Bank which has to be received by that Issuing Bank at a time that Issuing Bank will, with reasonable efforts, still be in a position to stop the process that the relevant L/G is delivered to the relevant beneficiary or any other party as instructed by the relevant Borrower. In such case that Issuing Bank shall promptly inform the Agent whether or not that L/G has been issued.
Appears in 1 contract
Completion of a Utilisation Request. (a) Each A Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:
(i) it identifies the relevant Borrower and the type of L/G (and for the purposes of COGS, standby letters of credit include commercial or trade letters of credit)Facility to be utilised;
(ii) it identifies in relation to a Utilisation of the Term Loan Facility, the proposed Utilisation Date is a Business Day falling on or before the relevant Issuing Bank and whether it is to be issued by one or several Issuing Banks (and in the latter case in which portions)Last Term Loan Availability Date;
(iii) it identifies in relation to a Utilisation of the Revolving Loan Facility, the proposed Utilisation Date which is a Business Day falling within on or before the relevant Last Revolving Loan Availability PeriodDate;
(iv) it identifies the currency and amount and currency of the requested L/GUtilisation comply with clause 5.3 (Currency and amount);
(v) the L/G is denominated in the Base Currency or an Optional Currency;proposed Interest Period complies with clause 9 (Interest Periods); and
(vi) it identifies the amount purpose of the L/G requested is an amount whose Base Currency Amount is not more than the Available Facility Utilisation and the Available Commitment of the Issuing Bank;
(viithat purpose complies with clause 2.5(j) a form of the relevant requested L/G as outlined in Clause 3.1 (Purpose) is (x) attached, (y) agreed with and it identifies the relevant Issuing Bank and (z) satisfies the L/G Approved Criteria;
(viii) the obligor of the obligations secured by the L/G is the respective Borrower, the beneficiary of the L/G is identified and the underlying contract is specified;
(ix) Ship Commitment to which it specifies the expiry date specified in the relevant L/G or, as the case may be, the expiry date of the Commercial Lifetime of the relevant L/G; and
(x) the delivery instructions for the L/G are specifiedrelates.
(b) The Agent Term Loan Facility shall be available in no event be held responsible for a non — or a delayed processing five separate Term Loan Ship Tranches, one in respect of any Utilisation Request (irrespective of whether made through COGS or otherwise) each Ship, provided that the Term Loan Ship Tranche in connection with the Ship Navigator ▇▇▇▇▇▇ will not become available unless such delayed processing is caused by gross negligence or wilful misconduct on the part Term Loan Ship Tranches in respect of the Agent. As the Agent will not, in the event of a Utilisation Request or other information submitted by telefax, letter or email, be in a position to verify whether any document received as a Utilisation Request has been duly authorised and sent by the relevant Borrower, the Company and each Borrower agrees that the Agent shall be entitled to execute all Utilisation Requests hereunder received by telefax, letter or email or with respect to which further information was delivered by telefax, letter or email if on their face such telefaxes, letters or emails appear to be duly authorised and executed by persons acting on behalf of the Company and/or the relevant Borrower who Existing Ships have been identified as authorised signatories in accordance with the COGS Conditions or in the certificate referred to under paragraph (g) of Part I or number 7 of Part II (Conditions Precedent required to be delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent). Neither the Agent nor any of the Issuing Banks shall be held liable for the execution of any forged Utilisation Request received by telefax, letter or email except where the forgery is evident (offensichtlich) or the Agent or the respective Issuing Bank acted with gross negligence or wilful misconductdrawn.
(c) Provided The Term Loan Ship Tranches in respect of the requirements in this Agreement are met with respect to any Existing L/G, a Borrower may request Ships shall be available in a Utilisation Request that that Existing L/G issued by the relevant Issuing Bank be treated as an L/G issued under this Agreementsingle drawing.
(d) Only one L/G may The Term Loan Ship Tranche in respect of the Ship Navigator ▇▇▇▇▇▇ will be requested available in each Utilisation Request other than in the case of a Utilisation Request relating to Existing L/Gs issued by the relevant Issuing Banksingle drawing.
(e) The maximum aggregate Base Currency Amount Revolving Loan Facility shall be available in five separate Revolving Loans, one in respect of all outstanding standbyeach Ship, commercial or trade letters of credit shall at no time exceed EUR 50,000,000 (or its equivalent in any other currency or currencies).
(f) A Utilisation Request may only be revoked by the relevant Borrowerprovided:
(i) before that the Agent has forwarded Revolving Loan in respect of the Utilisation Request to Existing Ships shall not become available unless the relevant Issuing Bank by giving notice to Term Loan Ship Tranches in respect of the AgentExisting Ships have been drawn; orand
(ii) thereafter, by giving notice that the Revolving Loan with respect to the relevant Issuing Bank which has to be received by that Issuing Bank at a time that Issuing Bank will, with reasonable efforts, still be Ship Navigator ▇▇▇▇▇▇ will not become available unless the Term Loan in a position to stop respect of the process that the relevant L/G is delivered to the relevant beneficiary or any other party as instructed by the relevant Borrower. In such case that Issuing Bank shall promptly inform the Agent whether or not that L/G Ship Navigator ▇▇▇▇▇▇ has been issueddrawn.
Appears in 1 contract
Completion of a Utilisation Request. (a) Each Utilisation Request is irrevocable once delivered. The Borrower is obliged to utilise the proposed Loan pursuant to the terms and will conditions of this Agreement and pursuant to the dates, amounts and currency specified in the Utilisation Request upon delivery of such Utilisation Request.
(b) Each Utilisation Request shall not be regarded as having been duly completed unlessunless each of the following requirements is satisfied:
(i) it identifies each Utilisation Request is delivered at least five (5) Business Days prior to the relevant Borrower and proposed Utilisation Date (or other date otherwise agreed by the type of L/G (and for the purposes of COGS, standby letters of credit include commercial or trade letters of creditFacility Agent);
(ii) it identifies the relevant Issuing Bank and whether it is to be issued by one or several Issuing Banks (and in the latter case in which portions);
(iii) it identifies the proposed Utilisation Date which is a Business Day falling within the Availability Period;
(iviii) it identifies the amount and currency purpose of the requested L/G;
(v) the L/G is denominated in the Base Currency or an Optional Currency;
(vi) the amount of the L/G requested is an amount whose Base Currency Amount is not more than the Available Facility and the Available Commitment of the Issuing Bank;
(vii) a form of the relevant requested L/G as outlined in Clause 3.1 (Purpose) is (x) attached, (y) agreed with the relevant Issuing Bank and (z) satisfies the L/G Approved Criteria;
(viii) the obligor of the obligations secured by the L/G is the respective Borrower, the beneficiary of the L/G is identified and the underlying contract Loan is specified;
(ixiv) it specifies the expiry date specified in the relevant L/G or, as the case may be, the expiry date currency and amount of the Commercial Lifetime of the relevant L/G; and
utilisation comply with Clause 5.3 (x) the delivery instructions for the L/G are specified.
(b) The Agent shall in no event be held responsible for a non — or a delayed processing of any Utilisation Request (irrespective of whether made through COGS or otherwise) unless such delayed processing is caused by gross negligence or wilful misconduct on the part of the Agent. As the Agent will not, in the event of a Utilisation Request or other information submitted by telefax, letter or email, be in a position to verify whether any document received as a Utilisation Request has been duly authorised Currency and sent by the relevant Borrower, the Company and each Borrower agrees that the Agent shall be entitled to execute all Utilisation Requests hereunder received by telefax, letter or email or with respect to which further information was delivered by telefax, letter or email if on their face such telefaxes, letters or emails appear to be duly authorised and executed by persons acting on behalf of the Company and/or the relevant Borrower who have been identified as authorised signatories in accordance with the COGS Conditions or in the certificate referred to under paragraph (g) of Part I or number 7 of Part II (Conditions Precedent required to be delivered by an Additional Obligor) of Schedule 2 (Conditions Precedentamount). Neither the Agent nor any of the Issuing Banks shall be held liable for the execution of any forged Utilisation Request received by telefax, letter or email except where the forgery is evident (offensichtlich) or the Agent or the respective Issuing Bank acted with gross negligence or wilful misconduct.
(c) Provided the requirements in this Agreement are met with respect to any Existing L/G, a Borrower may request in a Utilisation Request that that Existing L/G issued by the relevant Issuing Bank be treated as an L/G issued under this Agreement.
(d) Only one L/G proposed Loan may be requested in each Utilisation Request other Request. During the Availability Period, the Borrower may utilise the Loan by delivering separate Utilisation Requests but at any time no more than in the case of a Utilisation Request relating to Existing L/Gs issued by the relevant Issuing Banktwenty-four (24) times.
(ed) The maximum aggregate Base Currency Amount Borrower shall submit to the Facility Agent, at the same time as it submits the Utilisation Request, the complete details of all outstanding standbythe loan purpose of the proposed utilisation (including payee, commercial or trade letters account number for collection, amount and currency of credit shall at no time exceed EUR 50,000,000 payment, purpose of payment, contract and order numbers and invoices (or its equivalent in if any), as well as any other currency or currencies).
(f) A Utilisation Request may only be revoked supporting documents reasonably required by the Lender) and the payment instruction for entrusted payment of relevant Borrower:
(i) before the Loans. The Facility Agent has forwarded the Utilisation Request shall provide each Lender with a copy of such detailed documents on receipt of them, while each Lender shall independently review documents and confirm to the relevant Issuing Bank by giving notice to the Agent; or
(ii) thereafter, by giving notice to the relevant Issuing Bank which has to be received by that Issuing Bank at a time that Issuing Bank will, with reasonable efforts, still be Facility Agent in a position to stop the process that the relevant L/G is delivered to the relevant beneficiary or any other party as instructed specified period requested by the relevant Borrower. In such case that Issuing Bank shall promptly inform the Agent whether or not that L/G has been issuedFacility Agent.
Appears in 1 contract
Completion of a Utilisation Request. (a) Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:
(i) it identifies the relevant Borrower and the type of L/G (and for the purposes of COGS, standby letters of credit include commercial or trade letters of credit)Facility to be utilised;
(ii) it identifies the relevant Issuing Bank and whether it proposed Utilisation Date is a Business Day within the Availability Period applicable to be issued by one or several Issuing Banks (and in the latter case in which portions)that Facility;
(iii) it identifies the proposed currency and amount of the Utilisation Date which is a Business Day falling within the Availability Periodcomply with Clause 5.3 (Currency and amount);
(iv) it identifies the amount and currency of the requested L/Gproposed Interest Period complies with Clause 12 (Interest Periods);
(v) it specifies the L/G is denominated account and bank (which must be in the Base Currency principal financial centre of the country of the currency of the Utilisation or, in the case of euro, the principal financial centre of a Participating Member State in which banks are open for general business on that day or an Optional CurrencyLondon) to which the proceeds of the Utilisation are to be credited;
(vi) in the amount case of the L/G a requested is an amount whose Base Currency Amount is not more than the Available Utilisation of Facility and the Available Commitment of the Issuing Bank;
(vii) a form of the relevant requested L/G as outlined in Clause 3.1 (Purpose) is (x) attached, (y) agreed with the relevant Issuing Bank and (z) satisfies the L/G Approved Criteria;
(viii) the obligor of the obligations secured by the L/G is the respective BorrowerA1, the beneficiary of the L/G is identified and the underlying contract is specified;
(ix) it specifies the expiry date specified in the relevant L/G or, as the case may be, the expiry date of the Commercial Lifetime of the relevant L/G; and
(x) the delivery instructions for the L/G are specified.
(b) The Agent shall in no event be held responsible for a non — or a delayed processing of any Utilisation Request (irrespective of whether made through COGS or otherwise) unless is accompanied by such delayed processing is caused by gross negligence or wilful misconduct on the part of the Agent. As documents and/or evidence in form and substance satisfactory to the Agent will not, in the event of a Utilisation Request as is applicable to that relevant AA Acquisition or other information submitted by telefax, letter or email, purpose for which such proceeds may be used as set out in a position to verify whether any document received as a Utilisation Request has been duly authorised and sent by the relevant Borrower, the Company and each Borrower agrees that the Agent shall be entitled to execute all Utilisation Requests hereunder received by telefax, letter or email or with respect to which further information was delivered by telefax, letter or email if on their face such telefaxes, letters or emails appear to be duly authorised and executed by persons acting on behalf of the Company and/or the relevant Borrower who have been identified as authorised signatories in accordance with the COGS Conditions or in the certificate referred to under paragraph (g) of Part I or number 7 of Part II (Conditions Precedent required to be delivered by an Additional Obligor) 1B of Schedule 2 (Conditions Precedent). Neither ) to the Agent nor any extent the same have not previously been provided pursuant to this Clause 5.2(vi) or Clause 4.1(b) (Initial Conditions Precedent) in relation to that AA Acquisition or other permitted purpose now proposed to be funded; and
(vii) in the case of a requested Utilisation of Facility A2, the Utilisation Request is accompanied by a certificate of the Issuing Banks shall Company confirming how many shares and stock options have been bought to date (whether pursuant to the Facilities or otherwise) since the date of this Agreement and how many are to be held liable for acquired by way of the execution proposed Loan the subject of any forged the Utilisation Request received by telefax, letter or email except where the forgery is evident (offensichtlich) or the Agent or the respective Issuing Bank acted with gross negligence or wilful misconductRequest.
(c) Provided the requirements in this Agreement are met with respect to any Existing L/G, a Borrower may request in a Utilisation Request that that Existing L/G issued by the relevant Issuing Bank be treated as an L/G issued under this Agreement.
(db) Only one L/G Loan may be requested in each Utilisation Request other than in the case of a Utilisation Request relating to Existing L/Gs issued by the relevant Issuing BankRequest.
(e) The maximum aggregate Base Currency Amount of all outstanding standby, commercial or trade letters of credit shall at no time exceed EUR 50,000,000 (or its equivalent in any other currency or currencies).
(f) A Utilisation Request may only be revoked by the relevant Borrower:
(i) before the Agent has forwarded the Utilisation Request to the relevant Issuing Bank by giving notice to the Agent; or
(ii) thereafter, by giving notice to the relevant Issuing Bank which has to be received by that Issuing Bank at a time that Issuing Bank will, with reasonable efforts, still be in a position to stop the process that the relevant L/G is delivered to the relevant beneficiary or any other party as instructed by the relevant Borrower. In such case that Issuing Bank shall promptly inform the Agent whether or not that L/G has been issued.
Appears in 1 contract
Sources: Term and Revolving Facilities Agreement (Sodexho Alliance S A)
Completion of a Utilisation Request. (a) Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:
(i) it identifies in the relevant Borrower and the type case of L/G (and for the purposes of COGS, standby letters of credit include commercial or trade letters of credit);a Loan:
(iiA) it identifies the relevant Issuing Bank and whether it is to be issued by one or several Issuing Banks (and in the latter case in which portions);
(iii) it identifies the proposed Utilisation Date which is a Business Banking Day falling within the Availability Period;
(ivB) it identifies the currency and amount and currency of the requested L/GUtilisation comply with Clause 6.3 (Currency and amount); and
(C) the proposed Interest Period complies with Clause 11 (Interest Periods); and
(ii) in the case of a Letter of Credit;
(vA) it specifies that it is for a Letter of Credit;
(B) the L/G proposed Utilisation Date is denominated in a Banking Day within the Availability Period;
(C) the currency and amount of the Letter of Credit comply with Clause 6.3 (Currency and amount);
(D) an agreed form Letter of Credit is attached;
(E) the Utilisation Request is accompanied by a copy of the form of the documentation or other instrument evidencing the obligation of the Borrower which will be the subject of the Letter of Credit and such documentation or other instrument is reasonably acceptable to the Agent;
(F) there is a maximum limit to the stated liability of the Lenders under the Letter of Credit and such Letter of Credit has a specified Expiry Date falling not later than the Termination Date;
(G) the Base Currency Amount of the Letter of Credit is a minimum of £2,500,000 or an Optional Currencythe balance of the unutilised LC Limit, or such other lesser amount as the Agent may agree;
(viH) the amount identity of the L/G requested is an amount whose Base Currency Amount is not more than the Available Facility and the Available Commitment of the Issuing Bank;
(vii) a form of the relevant requested L/G as outlined in Clause 3.1 (Purpose) is (x) attached, (y) agreed with the relevant Issuing Bank and (z) satisfies the L/G Approved Criteria;
(viii) the obligor of the obligations secured by the L/G is the respective Borrower, the beneficiary of the L/G is identified Letter of Credit has been approved by the Agent, acting reasonably and in accordance with the underlying contract is specifiedinstructions of the Majority Lenders;
(ix) it specifies the expiry date specified in the relevant L/G or, as the case may be, the expiry date of the Commercial Lifetime of the relevant L/G; and
(xI) the delivery instructions for the L/G Letter of Credit are specified; and
(J) the terms of the Letter of Credit contain a clear procedure for the making of claims reasonably satisfactory to the Agent.
(b) The Agent shall in no event be held responsible for a non — or a delayed processing of any Utilisation Request (irrespective of whether made through COGS or otherwise) unless such delayed processing is caused by gross negligence or wilful misconduct on the part of the Agent. As the Agent will not, in the event of a Utilisation Request or other information submitted by telefax, letter or email, be in a position to verify whether any document received as a Utilisation Request has been duly authorised and sent by the relevant Borrower, the Company and each Borrower agrees that the Agent shall be entitled to execute all Utilisation Requests hereunder received by telefax, letter or email or with respect to which further information was delivered by telefax, letter or email if on their face such telefaxes, letters or emails appear to be duly authorised and executed by persons acting on behalf of the Company and/or the relevant Borrower who have been identified as authorised signatories in accordance with the COGS Conditions or in the certificate referred to under paragraph (g) of Part I or number 7 of Part II (Conditions Precedent required to be delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent). Neither the Agent nor any of the Issuing Banks shall be held liable for the execution of any forged Utilisation Request received by telefax, letter or email except where the forgery is evident (offensichtlich) or the Agent or the respective Issuing Bank acted with gross negligence or wilful misconduct.
(c) Provided the requirements in this Agreement are met with respect to any Existing L/G, a Borrower may request in a Utilisation Request that that Existing L/G issued by the relevant Issuing Bank be treated as an L/G issued under this Agreement.
(d) Only No more than one L/G currency may be requested in each any single Utilisation Request, and a Utilisation by way of Letter of Credit must be requested in a separate Utilisation Request. The Borrower may, subject to the other terms of this Agreement, deliver more than one Utilisation Request other than in the case of a Utilisation Request relating to Existing L/Gs issued by the relevant Issuing Bankon any one day.
(e) The maximum aggregate Base Currency Amount of all outstanding standby, commercial or trade letters of credit shall at no time exceed EUR 50,000,000 (or its equivalent in any other currency or currencies).
(f) A Utilisation Request may only be revoked by the relevant Borrower:
(i) before the Agent has forwarded the Utilisation Request to the relevant Issuing Bank by giving notice to the Agent; or
(ii) thereafter, by giving notice to the relevant Issuing Bank which has to be received by that Issuing Bank at a time that Issuing Bank will, with reasonable efforts, still be in a position to stop the process that the relevant L/G is delivered to the relevant beneficiary or any other party as instructed by the relevant Borrower. In such case that Issuing Bank shall promptly inform the Agent whether or not that L/G has been issued.
Appears in 1 contract
Sources: Facility Agreement (British Sky Broadcasting Group PLC)
Completion of a Utilisation Request. (a) Each Utilisation Request for a Loan is irrevocable and will not be regarded as having been duly completed unlessunless it:
(i) it identifies the relevant Borrower and the type of L/G (and for the purposes of COGS, standby letters of credit include commercial or trade letters of credit)each Facility to be utilised;
(ii) it identifies specifies the relevant Issuing Bank and whether it is to purpose for which the Utilisation shall be issued by one or several Issuing Banks (and in the latter case in which portions)applied;
(iii) it identifies certifies:
(1) that the proposed Utilisation Date will be applied for the purpose specified and:
(A) save in the case of the initial Utilisation under this Agreement, where to be applied for financing and refinancing of Project Costs, costs have been incurred or will be due and payable in next 30 days; and
(B) any drawing from the Facility A Non-Gaming Tranche or the RCF Non-Gaming Tranche will be applied to financing or refinancing non-gaming Project Costs and, in any event, when added to all other amounts which is a Business Day falling within are outstanding under the Availability PeriodFacility A Non-Gaming Tranche or the RCF Non-Gaming Tranche will not exceed the aggregate of all non-gaming costs incurred; and
(2) compliance with each of the requirements set out in Clause 4.2 (Further conditions precedent);
(iv) it identifies the amount and currency of proposed Utilisation Date is a Business Day within the requested L/GAvailability Period applicable to that Facility;
(v) no other Utilisation Request has been delivered during the L/G is denominated in the Base Currency or an Optional Currencysame month;
(vi) the currency and amount of the L/G requested is an amount whose Base Utilisation comply with Clause 5.3 (Currency Amount is not more than the Available Facility and the Available Commitment of the Issuing Bankamount);
(vii) a form of the relevant requested L/G as outlined in proposed Interest Period complies with Clause 3.1 11 (Purpose) is (x) attached, (y) agreed with the relevant Issuing Bank and (z) satisfies the L/G Approved Criteria;Interest Periods); and
(viii) in the obligor case of a Project Utilisation, is accompanied by originals or certified copies of all of the obligations secured by the L/G is the respective Borrower, the beneficiary of the L/G is identified and the underlying contract is specified;
(ix) it specifies the expiry date specified documents or evidence listed in the relevant L/G or, as the case may be, the expiry date of the Commercial Lifetime of the relevant L/G; and
(x) the delivery instructions for the L/G are specified.
(b) The Agent shall in no event be held responsible for a non — or a delayed processing of any Utilisation Request (irrespective of whether made through COGS or otherwise) unless such delayed processing is caused by gross negligence or wilful misconduct on the part of the Agent. As the Agent will not, in the event of a Utilisation Request or other information submitted by telefax, letter or email, be in a position to verify whether any document received as a Utilisation Request has been duly authorised and sent by the relevant Borrower, the Company and each Borrower agrees that the Agent shall be entitled to execute all Utilisation Requests hereunder received by telefax, letter or email or with respect to which further information was delivered by telefax, letter or email if on their face such telefaxes, letters or emails appear to be duly authorised and executed by persons acting on behalf of the Company and/or the relevant Borrower who have been identified as authorised signatories in accordance with the COGS Conditions or in the certificate referred to under paragraph (g) of Part I or number 7 of Part II (Conditions Precedent required to be delivered by an Additional Obligor) C of Schedule 2 (Conditions Precedent).
(b) Utilisations under Facility A and/or the Revolving Credit Facility may be requested in the same Utilisation Request. Neither the Agent nor any of the Issuing Banks shall Otherwise, only one Utilisation may be held liable for the execution of any forged requested in a Utilisation Request received by telefax, letter or email except where the forgery is evident (offensichtlich) or the Agent or the respective Issuing Bank acted with gross negligence or wilful misconductRequest.
(c) Provided the requirements in this Agreement are met with respect to any Existing L/G, a Borrower may request in a Utilisation Request The Company shall ensure that that Existing L/G issued by the relevant Issuing Bank be treated as an L/G issued under this Agreement.
(d) Only one L/G may be requested in each Utilisation Request other than save in the case of the initial Utilisation under this Agreement where a Utilisation Request relating to Existing L/Gs issued by is requested under Facility A or the relevant Issuing Bank.
(e) The maximum aggregate Base Currency Amount of all outstanding standby, commercial or trade letters of credit shall at no time exceed EUR 50,000,000 (or its equivalent in any other currency or currencies).
(f) A Utilisation Request may only be revoked by the relevant BorrowerRevolving Credit Facility:
(i) before in a Base Currency, a Utilisation, as a proportion of the Agent Available Commitments under such Facility, in an Optional Currency equivalent amount pro rata with that requested has forwarded also been requested to be made on the same Utilisation Request to the relevant Issuing Bank by giving notice to the AgentDate under that Facility; orand
(ii) thereafterin an Optional Currency, by giving notice to a Loan, as a proportion of the relevant Issuing Bank which Available Commitments under such Facility, in a Base Currency equivalent amount pro rata with that requested has also been requested to be received by made on the same Utilisation Date under that Issuing Bank at a time that Issuing Bank will, with reasonable efforts, still be in a position to stop the process that the relevant L/G is delivered to the relevant beneficiary or any other party as instructed by the relevant Borrower. In such case that Issuing Bank shall promptly inform the Agent whether or not that L/G has been issuedFacility.
Appears in 1 contract
Sources: Senior Facilities Agreement (Melco PBL Entertainment (Macau) LTD)
Completion of a Utilisation Request. (a) 5.3.1 Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:
(ia) it identifies the relevant Borrower and the type of L/G (and for the purposes of COGS, standby letters of credit include commercial or trade letters of credit);
(ii) it identifies the relevant Issuing Bank and whether it is to be issued by one or several Issuing Banks (and in the latter case in which portions);
(iii) it identifies the proposed Utilisation Date which is a Business Day falling which is within the Availability Period;
(ivb) it identifies the amount and currency of specified is:
(i) (in relation to any Utilisation Request under the requested L/GEKN Premium Tranche) dollars; and
(ii) (in relation to any Equipment Tranche Utilisation Request), dollars;
(v) the L/G is denominated in the Base Currency or an Optional Currency;
(vic) the amount of the L/G requested any proposed Equipment Tranche is an amount whose Base Currency Amount is not more than a minimum of US$ 5,000,000 or, if less, the Available Facility and Tranche (or such other lesser amount to which the Lender gives its prior approval), provided that in no event shall the amount of a proposed Equipment Tranche exceed the Available Commitment of the Issuing BankTranche;
(viid) the Borrower, attaches to the Utilisation Request all relevant documents contemplated by Schedule 2 (Requests) to be provided with that Utilisation Request each in form and substance satisfactory to the Lender;
(e) (in the case of a form of Utilisation under an Equipment Tranche), pursuant to the relevant requested L/G as outlined in Clause 3.1 (Purpose) is (x) attached, (y) agreed Supplier’s Certificate provided with the relevant Issuing Bank and (z) satisfies Utilisation Request, the L/G Approved Criteria;
(viii) goods which the obligor proceeds of the obligations secured by the L/G is the respective Borrower, the beneficiary of the L/G is identified and the underlying contract is specified;
proposed Utilisation are intended to finance (ix) it specifies the expiry date specified in the relevant L/G oror refinance, as the case may be, ) are Eligible Goods and for each invoice issued under the expiry date Frame Supply Contract to be financed by the Tranche requested pursuant to that Equipment Tranche Utilisation Request the Borrower has paid to the Supplier an amount equal to 100% of the Commercial Lifetime of payment due under those invoices;
(f) the relevant L/Gproposed Utilisation complies with Clause 3.1 (Purpose); and
(xg) the delivery instructions for the L/G are specified.
(b) The Agent shall in no event be held responsible for a non — or a delayed processing of any Utilisation Request (irrespective of whether made through COGS or otherwise) unless such delayed processing is caused executed by gross negligence or wilful misconduct on the part of the Agent. As the Agent will not, in the event of a Utilisation Request or other information submitted by telefax, letter or email, be in a position to verify whether any document received as a Utilisation Request has been person duly authorised and sent by the relevant Borrower, the Company and each Borrower agrees that the Agent shall be entitled to execute all Utilisation Requests hereunder received by telefax, letter or email or with respect to which further information was delivered by telefax, letter or email if on their face such telefaxes, letters or emails appear to be duly authorised and executed by persons acting do so on behalf of the Company and/or the relevant Borrower who have been identified as authorised signatories in accordance with the COGS Conditions or in the certificate referred to under paragraph (g) of Part I or number 7 of Part II (Conditions Precedent required to be delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent). Neither the Agent nor any of the Issuing Banks shall be held liable for the execution of any forged Utilisation Request received by telefax, letter or email except where the forgery is evident (offensichtlich) or the Agent or the respective Issuing Bank acted with gross negligence or wilful misconductBorrower.
(c) Provided the requirements in this Agreement are met with respect to any Existing L/G, a Borrower may request in a Utilisation Request that that Existing L/G issued by the relevant Issuing Bank be treated as an L/G issued under this Agreement.
(d) 5.3.2 Only one L/G Tranche may be requested in each Utilisation Request other than in the case of a Utilisation Request relating to Existing L/Gs issued by the relevant Issuing BankRequest.
(e) The maximum aggregate Base Currency Amount of all outstanding standby, commercial or trade letters of credit shall at no time exceed EUR 50,000,000 (or its equivalent in any other currency or currencies).
(f) A Utilisation Request may only be revoked by the relevant Borrower:
(i) before the Agent has forwarded the Utilisation Request to the relevant Issuing Bank by giving notice to the Agent; or
(ii) thereafter, by giving notice to the relevant Issuing Bank which has to be received by that Issuing Bank at a time that Issuing Bank will, with reasonable efforts, still be in a position to stop the process that the relevant L/G is delivered to the relevant beneficiary or any other party as instructed by the relevant Borrower. In such case that Issuing Bank shall promptly inform the Agent whether or not that L/G has been issued.
Appears in 1 contract
Completion of a Utilisation Request. (a) Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:
(i) it identifies the relevant Borrower and the type of L/G (and for the purposes of COGS, standby letters of credit include commercial or trade letters of credit);
(ii) it identifies the relevant Issuing Bank and whether it is to be issued by one or several Issuing Banks (and in the latter case in which portions);
(iii) it identifies the proposed Utilisation Date which is a Business Day falling within the Availability Period;
(ii) the currency and amount of the Utilisation comply with Clause 5.3 (Currency) and Clause 5.5 (Utilisations – Limitations and Mechanics);
(iii) the proposed Interest Period complies with Clause 11 (Interest periods);
(iv) it identifies in the amount case of a Utilisation:
(1) for the purpose set out in Clause 3.1(a) (Purpose), specifies (I) the bank account(s) designated by the Paying Agent and currency acceptable to the Agent and/or (II) the Proceeds Account, to which the proceeds of the requested L/GUtilisation are to be credited as specified in Clause 5.5 (Utilisations – Limitations and Mechanics); and
(2) for the purpose set out in Clause 3.1(b) (Purpose), specifies the bank account(s) designated by the recipient(s) entitled to such payment of Privatisation Costs and acceptable to the Agent to which the proceeds of the Utilisation are to be credited;
(v) it is accompanied by a certificate signed by a director of the L/G Borrower on the Borrower’s behalf certifying that no Default is denominated in the Base Currency or an Optional Currency;continuing; and
(vi) (for each Utilisation for the amount purpose set out in Clause 3.1(b) (Purpose)) it is accompanied by a copy of the L/G requested is an amount whose Base Currency Amount is not more than invoice(s) of expenses or other documentary evidence satisfactory to the Available Facility Agent supporting the Borrower’s payment obligations toward the recipient(s) entitled to receive the Privatisation Costs, such invoice(s) and the Available Commitment other documentary evidence shall contain details of the Issuing Bank;
(viibank account(s) a form to which the proceeds of the relevant requested L/G as outlined in Clause 3.1 (Purpose) is (x) attached, (y) agreed with the relevant Issuing Bank and (z) satisfies the L/G Approved Criteria;
(viii) the obligor of the obligations secured by the L/G is the respective Borrower, the beneficiary of the L/G is identified and the underlying contract is specified;
(ix) it specifies the expiry date specified in the relevant L/G or, as the case may be, the expiry date of the Commercial Lifetime of the relevant L/G; and
(x) the delivery instructions for the L/G that Utilisation are specifiedto be credited.
(b) The Agent shall Only one Utilisation may be requested in no event each Utilisation Request.
(c) Subject to Clause 5.5(d) (Utilisations – Limitations and Mechanics), not more than two (2) Utilisations may be held responsible requested for a non — or a delayed processing the purpose set out in Clause 3.1(a) (Purpose).
(d) Without prejudice to any requirements of any Utilisation Request Clause 4.1 (irrespective of whether made through COGS or otherwiseInitial conditions precedent), Clause 4.2 (Further conditions precedent) unless such delayed processing is caused by gross negligence or wilful misconduct on the part of the Agent. As the Agent will not, in the event of a Utilisation Request or other information submitted by telefax, letter or email, be in a position to verify whether any document received as a Utilisation Request has been duly authorised and sent by the relevant Borrower, the Company and each Borrower agrees that the Agent shall be entitled to execute all Utilisation Requests hereunder received by telefax, letter or email or with respect to which further information was delivered by telefax, letter or email if on their face such telefaxes, letters or emails appear to be duly authorised and executed by persons acting on behalf of the Company and/or the relevant Borrower who have been identified as authorised signatories in accordance with the COGS Conditions or in the certificate referred to under paragraph (g) of Part I or number 7 of Part II (Conditions Precedent required to be delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent). Neither the Agent nor any of the Issuing Banks shall be held liable , a Utilisation for the execution of any forged Utilisation Request received by telefax, letter or email except where the forgery is evident purpose set out in Clause 3.1(b) (offensichtlichPurpose) or the Agent or the respective Issuing Bank acted with gross negligence or wilful misconduct.
(c) Provided the requirements in this Agreement are met with respect to any Existing L/G, a Borrower may request in a Utilisation Request that that Existing L/G issued by the relevant Issuing Bank be treated as an L/G issued under this Agreement.
(d) Only one L/G may be requested only after all the Utilisations for the purpose set out in each Utilisation Request other than Clause 3.1(a) (Purpose) have been requested and the proceeds of which have been credited to the bank account(s) designated by the Paying Agent and/or the Proceeds Account as specified in the case of Clause 5.5 (Utilisations – Limitations and Mechanics), except for a Utilisation Request relating to Existing L/Gs issued by for the relevant Issuing Bank.
(e) The maximum aggregate Base Currency Amount purpose of all outstanding standby, commercial payment of fees under the Arrangement Fee Letter or trade letters of credit shall at no time exceed EUR 50,000,000 (or its equivalent legal fees and expenses in any other currency or currencies).
(f) A Utilisation Request may only be revoked by the relevant Borrower:
(i) before the Agent has forwarded the Utilisation Request relation to the relevant Issuing Bank by giving notice to the Agent; or
(ii) thereafter, by giving notice to the relevant Issuing Bank which has to be received by that Issuing Bank at a time that Issuing Bank will, with reasonable efforts, still be in a position to stop the process that the relevant L/G is delivered to the relevant beneficiary or any other party as instructed by the relevant Borrower. In such case that Issuing Bank shall promptly inform the Agent whether or not that L/G has been issuedFacility.
Appears in 1 contract
Sources: Term Facility Agreement (Tongjitang Chinese Medicines Co)
Completion of a Utilisation Request. (a) 6.2.1 Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:
(a) in the case of a Loan:
(i) it identifies the relevant Borrower and the type of L/G (and for the purposes of COGS, standby letters of credit include commercial or trade letters of credit);
(ii) it identifies the relevant Issuing Bank and whether it is to be issued by one or several Issuing Banks (and in the latter case in which portions);
(iii) it identifies the proposed Utilisation Date which is a Business Banking Day falling within the Availability Period;
(ii) the currency and amount of the Utilisation comply with clause 6.3 (Currency and amount); and
(iii) the proposed Interest Period complies with clause 11 (Interest Periods); and
(b) in the case of a Letter of Credit;
(i) it specifies that it is for a Letter of Credit;
(ii) the proposed Utilisation Date is a Banking Day within the Availability Period;
(iii) the currency and amount of the Letter of Credit comply with clause 6.3 (Currency and amount);
(iv) it identifies the amount and currency an agreed form Letter of the requested L/GCredit is attached;
(v) the L/G Utilisation Request is denominated in accompanied by a copy of the Base Currency form of the documentation or an Optional Currencyother instrument evidencing the obligation of the relevant Borrower which will be the subject of the Letter of Credit and such documentation or other instrument is reasonably acceptable to the Agent;
(vi) there is a maximum limit to the amount stated liability of the L/G requested is an amount whose Base Currency Amount is Lenders under the Letter of Credit and such Letter of Credit has a specified Expiry Date falling not more later than the Available Facility and the Available Commitment of the Issuing BankTermination Date;
(vii) a form the Base Currency Amount of the relevant requested L/G Letter of Credit is a minimum of £2,500,000 or the balance of the unutilised LC Limit, or such other lesser amount as outlined in Clause 3.1 (Purpose) is (x) attached, (y) agreed with the relevant Issuing Bank and (z) satisfies the L/G Approved CriteriaAgent may agree;
(viii) the obligor identity of the obligations secured by the L/G is the respective Borrower, the beneficiary of the L/G is identified Letter of Credit has been approved by the Agent, acting reasonably and in accordance with the underlying contract is specifiedinstructions of the Majority Lenders;
(ix) it specifies the expiry date specified in delivery instructions for the relevant L/G or, as the case may be, the expiry date Letter of the Commercial Lifetime of the relevant L/GCredit are specified; and
(x) the delivery instructions terms of the Letter of Credit contain a clear procedure for the L/G are specifiedmaking of claims reasonably satisfactory to the Agent.
(b) The Agent shall in no event be held responsible for a non — or a delayed processing of any Utilisation Request (irrespective of whether made through COGS or otherwise) unless such delayed processing is caused by gross negligence or wilful misconduct on the part of the Agent. As the Agent will not, in the event of a Utilisation Request or other information submitted by telefax, letter or email, be in a position to verify whether any document received as a Utilisation Request has been duly authorised and sent by the relevant Borrower, the Company and each Borrower agrees that the Agent shall be entitled to execute all Utilisation Requests hereunder received by telefax, letter or email or with respect to which further information was delivered by telefax, letter or email if on their face such telefaxes, letters or emails appear to be duly authorised and executed by persons acting on behalf of the Company and/or the relevant Borrower who have been identified as authorised signatories in accordance with the COGS Conditions or in the certificate referred to under paragraph (g) of Part I or number 7 of Part II (Conditions Precedent required to be delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent). Neither the Agent nor any of the Issuing Banks shall be held liable for the execution of any forged Utilisation Request received by telefax, letter or email except where the forgery is evident (offensichtlich) or the Agent or the respective Issuing Bank acted with gross negligence or wilful misconduct.
(c) Provided the requirements in this Agreement are met with respect to any Existing L/G, a Borrower may request in a Utilisation Request that that Existing L/G issued by the relevant Issuing Bank be treated as an L/G issued under this Agreement.
(d) Only 6.2.2 No more than one L/G currency may be requested in each any single Utilisation Request, and a Utilisation by way of Letter of Credit must be requested in a separate Utilisation Request. The Borrowers may, subject to the other terms of this Agreement, deliver more than one Utilisation Request other than in the case of a Utilisation Request relating to Existing L/Gs issued by the relevant Issuing Bankon any one day.
(e) The maximum aggregate Base Currency Amount of all outstanding standby, commercial or trade letters of credit shall at no time exceed EUR 50,000,000 (or its equivalent in any other currency or currencies).
(f) A Utilisation Request may only be revoked by the relevant Borrower:
(i) before the Agent has forwarded the Utilisation Request to the relevant Issuing Bank by giving notice to the Agent; or
(ii) thereafter, by giving notice to the relevant Issuing Bank which has to be received by that Issuing Bank at a time that Issuing Bank will, with reasonable efforts, still be in a position to stop the process that the relevant L/G is delivered to the relevant beneficiary or any other party as instructed by the relevant Borrower. In such case that Issuing Bank shall promptly inform the Agent whether or not that L/G has been issued.
Appears in 1 contract
Sources: Facility Agreement (British Sky Broadcasting Group PLC)