Conditions for Drawdowns. For each Drawdown hereunder the following conditions shall be satisfied as conditions precedent to the making of such Drawdown:
(a) the Agent shall have received a proper and timely Drawdown Notice from the Borrower requesting the Drawdown;
(b) the representations and warranties set forth in Section 8.1 shall be true and accurate in all material respects on and as of the date of the requested Drawdown other than any such representations and warranties which expressly speak as of an earlier date;
(c) no Default or Event of Default shall have occurred and be continuing nor shall any Default or Event of Default result from or exist immediately after the requested Drawdown; and
(d) after giving effect to the proposed Drawdown, the Outstanding Principal of all Loans outstanding under the Credit Facility shall not exceed the maximum principal amount of the Credit Facility.
Conditions for Drawdowns. On or before each Drawdown hereunder the following conditions shall be satisfied:
(a) the Agent shall have received a proper and timely Drawdown Notice from the Borrower requesting the Drawdown;
(b) the representations and warranties set forth in Section 8.1 shall be true and accurate in all material respects on and as of the date of the requested Drawdown;
(c) no event shall have occurred and be continuing which would constitute an Event of Default or a Default nor shall the requested Drawdown result in the occurrence of any such event; and
(d) after giving effect to the requested Drawdown, the Outstanding Principal of all Loans outstanding under the Credit Facility shall not exceed the maximum amount of the Credit Facility.
Conditions for Drawdowns. On or before each Drawdown hereunder the following conditions shall be satisfied:
(a) the Agent shall have received a proper and timely Drawdown Notice from the Borrower requesting the Drawdown;
(b) the representations and warranties set forth in Section 9.1 shall be true and accurate in all respects on and as of the date of the requested Drawdown;
Conditions for Drawdowns. 31 9.3 Waiver............................................................ 32 ARTICLE X SECURITY, MARGIN, AND DISPOSITIONS
Conditions for Drawdowns. 5.2.1. The obligations of the Banks to permit any Drawdown of the Tranche A Term Loan Facility is subject to the further condition precedent that the Tranche B Term Loan Commitment shall have been fully drawn prior to or contemporaneously with such Drawdown.
5.2.2. The obligation of the Working Capital Bank to permit any utilisation of the Working Capital Facility by any Borrower (other than the Principal Borrower) is subject to the further condition precedent that at the time of first utilisation, the Borrowers (other than the Principal Borrower) have (save as otherwise permitted by the Agent in writing) complied with their obligations under (i) Clause 6.2 (Security) to deliver to the Agent the executed Second Debenture, Keyman Insurance Assignment and Deeds of Accession and (ii) under Clause 21.11.1 (Borrowings) to refinance the Existing Borrowings being Refinanced and any Security Interests relating thereto.
5.2.3. The obligation of the Working Capital Bank to permit any utilisation of the Working Capital Facility by the Principal Borrower is subject to the further condition precedent that the Borrowers' obligations under clauses 21.13.7 (Re-registration as a Private Company) and 21.13.8 (Security from the Target Group) shall first have been complied with in full.
5.2.4. The obligations of the Banks to permit any Drawdown of any Term Loan Facility by any Borrower other than the Principal Borrower are subject to the further conditions precedent that the Borrowers' obligations under clauses 21.13.7 (Re-registration as a Private Company) and 21.13.8 (Security from the Target Group) and in particular the obligation to deliver the Third Debenture to the Agent pursuant to clause 21.13.8 (iii) shall first have been complied with in full. -------------------------------------------------------------------------------- 34
5.2.5. Subject to the provisions of clause 23.3 (The Certain Funds Period) the obligations of the Banks and the Working Capital Bank (as the case may be) to permit any Drawdown of a Term Loan Facility or utilisation of the Working Capital Facility are subject to the further conditions precedent that:-
(i) at the time of the Drawdown the representations and warranties deemed to be repeated by virtue of Clause 22.2 (Deemed Repetition of Representations and Warranties) are true and correct in all material respects; and
(ii) at the time of any utilisation and/or the giving of any Notice of Drawdown and on each Drawdown Date no Event of Default or P...
Conditions for Drawdowns. On or before each Drawdown hereunder (other than the Sole Additional Liquidity Facility Drawdown) the following conditions shall be satisfied:
(a) the Agent shall have received a proper and timely Drawdown Notice from the Borrower requesting the Drawdown;
(b) the representations and warranties set forth in Section 9.1 shall be true and accurate in all respects on and as of the date of the requested Drawdown;
(c) no Default or Event of Default shall have occurred and be continuing on and as of the date of the requested Drawdown nor shall the Drawdown result in the occurrence of a Default or Event of Default;
(d) no Material Adverse Effect shall have occurred on and as of the date of the requested Drawdown nor shall the Drawdown result in the occurrence of a Material Adverse Effect;
(e) a Borrowing Base Shortfall shall not exist and, after giving effect to the proposed Drawdown, the Outstanding Principal of all Loans under the Operating Facility shall not violate the limits set forth in Section 2.19(1) of the Credit Agreement; and
(f) prior to making any proposed Drawdown denominated in United States Dollars, no funds are available under the Concentration Account and the Borrower has complied with Section 2.4(7) of the Credit Agreement.
Conditions for Drawdowns. On or before each Drawdown hereunder the following conditions shall be satisfied:
(a) the Agent, or in respect of a Drawdown under the Australian Operating Facility, the Australian Operating Facility Lender, or, in the case of a Drawdown under the Canadian Operating Facility, the Canadian Operating Facility Lender, shall have received a complete Drawdown Notice, delivered in accordance with the requirements hereof, from the applicable Borrower requesting the Drawdown;
(b) the representations and warranties set forth in Section 9.1 shall be true and accurate in all respects on and as of the date of the requested Drawdown other than those representations and warranties expressly stated to be made as of an earlier date;
(c) no Default or Event of Default shall have occurred and be continuing nor shall the Drawdown result in the occurrence of a Default or Event of Default; and
(d) after giving effect to the proposed Drawdown, the Outstanding Principal of all Loans outstanding under the relevant Credit Facility shall not exceed the maximum principal amount of such Credit Facility and, in respect of the sub-facilities provided for under the Australian Operating Facility, the total principal amount outstanding under such sub-facility shall not exceed the maximum amount of such sub-facility.
Conditions for Drawdowns. The following conditions shall be satisfied by the Borrower at or prior to the time of each Drawdown of a Loan under the Credit Facility (other than (with respect to clause (a) below) a deemed drawdown of under the Interest Payment Facility pursuant to the provisions of Section 5.3).
(a) the Borrower shall have given a Drawdown Notice to the Lender in accordance with the provisions of Section 3.2, 4.2 or 5.2, as the case may be;
(b) the representations and warranties set forth in Section 8.1 shall be true and accurate in all material respects as of such date by reference to the facts and circumstances then existing;
(c) no Default or Event of Default shall have occurred or be occurring nor shall any such event occur as a result of making such subsequent Drawdown;
(d) in the event of a Drawdown under the Acquisition Facility, there shall have been delivered to the Lender certificates representing Acquired Shares (or the Lender shall otherwise obtain possession of such shares in a manner satisfactory to the Lender) together with stock powers of attorney duly executed in blank with signatures guaranteed in a manner satisfactory to the Lender;
(e) in the event of a Drawdown under the Refinancing Facility, there shall have been delivered to the Lender certificates representing the Initially Pledged Shares previously securing indebtedness being repaid with such Drawdown (or the Lender shall otherwise obtain possession of such shares in a manner satisfactory to the Lender) together with stock powers of attorney duly executed in blank with signatures guaranteed in manner acceptable to the Lender;
(f) the Borrower will not after giving effect to such Drawdown, be in contravention of Section 10.2 without reference to any applicable grace period specified therein; and
(g) such documentation as the Lender may reasonably require releasing any security interest in the Collateral, and registrations and filings in respect thereof, in favour of any Persons other than the Lender.
