Common use of Conditions of All Disbursements Clause in Contracts

Conditions of All Disbursements. The obligation of IFC to make any Disbursement, including the first Disbursement, is also subject to the conditions that: (a) no Event of Default and no Potential Event of Default has occurred and is continuing; (b) the proceeds of that Disbursement are, at the date of the relevant request, needed by the Co-Borrowers for the purpose of the Project, or will be needed for that purpose within three (3) months of that date; (c) since the date of this Agreement nothing has occurred which has or can reasonably be expected to have a Material Adverse Effect; (d) since the date of this Agreement, the Co-Borrowers (taken as a whole) have not incurred any material loss or liability (except such liabilities as may be incurred in accordance with Section 6.02 (NEGATIVE COVENANTS )); (e) the representations and warranties made in Article IV are true and correct in all material respects on and as of the date of that Disbursement with the same effect as if those representations and warranties had been made on and as of the date of that Disbursement (but in the case of Section 4.01(c) (REPRESENTATIONS AND WARRANTIES), without the words in parentheses); (f) the proceeds of that Disbursement are not in reimbursement of, or to be used for, expenditures in the territories of any country which is not a member of the World Bank or for goods produced in or services supplied from any such country; (g) IFC has received (if it so requires) a legal opinion or opinions in form and substance satisfactory to IFC, of IFC's counsel in the relevant Countries, and concurred in by counsel for the Co-Borrowers, with respect to any matters relating to that Disbursement; (h) after giving effect to that Disbursement, none of the Co-Borrowers would be in violation of: (i) its Charter; (ii) any provision contained in any document to which such Co-Borrower is a party (including this Agreement) or by which such Co-Borrower is bound; or (iii) any law, rule, regulation, Authorization or agreement or other document binding on such Co-Borrower directly or indirectly limiting or otherwise restricting its borrowing power or authority or its ability to borrow; (i) (without limiting the generality of Section 5.02(h)), after taking into account the amount of that Disbursement and any other Long-term Debt incurred by the Co-Borrowers and of any amounts of Shareholders' Equity paid into the Co-Borrowers after the date of the latest financial statements of the Co-Borrowers due pursuant to Section 6.03(a) (REPORTING REQUIREMENTS), (A) the Consolidated Current Ratio would not be less than 1.2, (B) the Consolidated Total Debt to Equity Ratio would not exceed 45:55, and (C) the Consolidated Long-term Debt Service Coverage Ratio would not be less than 1.3, provided that, with respect to any Disbursement requested to be made prior to the date of the first financial statements due pursuant to Section 6.03(a) (REPORTING REQUIREMENTS), the calculation of the Consolidated Current Ratio, Consolidated Total Debt to Equity Ratio and the Consolidated Long-term Debt Service Coverage Ratio shall be made on the basis of such information as IFC may reasonably request, verified, if IFC so requires, by the Auditors; and

Conditions of All Disbursements. The obligation of IFC to make any Disbursement, including the first Disbursement, is also subject to the conditions that: (a) no Event of Default and no Potential Event of Default has occurred and is continuing; (b) the proceeds of that Disbursement are, at the date of the relevant request, needed by the Co-Borrowers for the purpose purposes of the Project, or will be needed for that purpose within three six (36) months of that date; (c) since the date of this Agreement nothing has occurred which has or can reasonably be expected to have a Material Adverse EffectEffect including, but not limited to, any material adverse adjudication (as determined by IFC in its reasonable opinion) in relation to the Xxxxx Xxxxxxxx Litigation and that no new litigation shall have been commenced or be ongoing; (d) since the date of this Agreement, the Agreement neither Co-Borrowers (taken as a whole) have not Borrower has incurred any material loss or liability (except such liabilities as may be incurred in accordance with Section 6.02 (NEGATIVE COVENANTS Negative Covenants)); (e) the representations and warranties made in Article IV (Representations and Warranties) are true and correct in all material respects on and as of the date of that Disbursement with the same effect as if those representations and warranties had been made on and as of the date of that Disbursement (but in the case of Section 4.01(c) (REPRESENTATIONS AND WARRANTIESRepresentations and Warranties), without the words in parentheses); (f) the proceeds of that Disbursement are not in reimbursement of, or to be used for, expenditures in the territories of any country which is not a member of the World Bank or for goods produced in or services supplied from any such country; (g) IFC has received (if it so requires) a legal opinion or opinions in form and substance satisfactory to IFC, of IFC's ’s counsel in the relevant CountriesPhilippines, and concurred in by counsel for the Co-Borrowers, with respect to any matters relating to that Disbursement; (h) after giving effect to that Disbursement, none of the neither Co-Borrowers Borrower would be in violation of: (i) its Charter; (ii) any provision contained in any document to which such Co-Borrower is a party (including this Agreement) or by which such Co-Borrower is bound; or (iii) any law, rule, regulation, Authorization or agreement or other document binding on such Co-Borrower directly or indirectly limiting or otherwise restricting its borrowing power or authority or its ability to borrow; (i) (without limiting the generality of Section 5.02(h)), after taking into account the amount of that Disbursement and any other Long-term Debt incurred by the Co-Borrowers and of any amounts of Shareholders' ’ Equity paid into the Co-Borrowers after the date of the latest financial statements of the Co-Borrowers due pursuant to Section 6.03(a) (REPORTING REQUIREMENTSReporting Requirements), (A) the Consolidated Current Ratio would not be less than 1.2, (B) 1.2 and the Consolidated Total Long-term Debt to Equity Ratio would not exceed 45:55, and (C) the Consolidated Long-term Debt Service Coverage Ratio would not be less than 1.350:50, provided that, with respect to any Disbursement requested to be made prior to the date of the first financial statements due pursuant to Section 6.03(a) (REPORTING REQUIREMENTSReporting Requirements), the calculation of the Consolidated Current Ratio, Consolidated Total Ratio and Long-term Debt to Equity Ratio and the Consolidated Long-term Debt Service Coverage Ratio shall be made on the basis of such information as IFC may reasonably request, verified, if IFC so requires, by the Auditors; (j) that Disbursement is made pro rata with the disbursement each of the Parallel Loans provided for in the Parallel Loan Agreements and any other senior loan forming part of the Financial Plan; (k) no material change shall have occurred to the Financial Plan; and (l) payment of all fees, costs and expenses payable to IFC pursuant to the terms of this Agreement shall have been paid to IFC (or to such other party as IFC may designation for these purposes).

Conditions of All Disbursements. The obligation of IFC to make any Disbursement, including the first Disbursement, is also subject to the conditions that: (a) no Event of Default and no Potential Event of Default has occurred and is continuing; (b) the proceeds of that Disbursement are, at the date of the relevant request, needed by the Co-Borrowers Borrower for the purpose of the Project, or will be needed for that purpose within three (3) months of that date; (c) since the date of this Agreement nothing has occurred which has or can reasonably be expected to have a Material Adverse Effect; (d) since the date of this Agreement, Agreement neither the Co-Borrowers (taken as a whole) have not Borrower nor Glamis has incurred any material loss or liability (except such liabilities as may be incurred in accordance with Section 6.02 (NEGATIVE COVENANTS )Negative Covenants ) and section 6.01 of the Guarantee and Share Retention Agreement, respectively); (e) the representations and warranties made in Article IV are true and correct in all material respects on and as of the date of that Disbursement with the same effect as if those representations and warranties had been made on and as of the date of that Disbursement (but in the case of Section 4.01(c) (REPRESENTATIONS AND WARRANTIES), without the words in parentheses)Disbursement; (f) the proceeds of that Disbursement are not in reimbursement of, or to be used for, expenditures in the territories of any country which is not a member of the World Bank or for goods produced in or services supplied from any such country; (g) IFC has received (if it so reasonably requires) a legal opinion or opinions in form and substance satisfactory to IFC, of IFC's ’s counsel in the relevant CountriesCountry, and concurred in by counsel for the Co-BorrowersBorrower, with respect to any matters relating to that Disbursement; (h) after giving effect to that Disbursement, none of the Co-Borrowers Borrower would not be in violation of: (i) its Charter; (ii) any provision contained in any document to which such Co-the Borrower is a party (including this Agreement) or by which such Co-the Borrower is bound; or (iii) any law, rule, regulation, Authorization or agreement or other document binding on such Co-the Borrower directly or indirectly limiting or otherwise restricting its the Borrower’s borrowing power or authority or its ability to borrow; (i) (without limiting the generality of Section 5.02(h5.02 (h)), after taking into account the amount of that Disbursement and any other Long-term Debt incurred by the Co-Borrowers Borrower and of any amounts of Shareholders' ’ Equity paid into the Co-Borrowers Borrower after the date of the latest financial statements of the Co-Borrowers Borrower due pursuant to Section 6.03(a6.03 (a) (REPORTING REQUIREMENTSReporting Requirements), (Ai) the Consolidated Current Ratio would not be less than 1.2, (B) the Consolidated Total Long-term Debt to Equity Ratio would not exceed 45:55, 50:50 and (Cii) the Consolidated Long-term Debt Service Coverage Ratio ratio of the outstanding amount of the Loan to Shareholders’ Equity and the principal amount outstanding of the Shareholder Loans would not be less than 1.3, provided that, with respect to any Disbursement requested to be made prior to the date of the first financial statements due pursuant to Section 6.03(aexceed 50:50; (j) (REPORTING REQUIREMENTS), the calculation of the Consolidated Current Ratio, Consolidated Total Debt to Equity Ratio and the Consolidated Long-term Debt Service Coverage Ratio The Borrower shall be made on the basis of such information as IFC may reasonably requestin compliance with applicable Environmental, verified, if IFC so requires, by the AuditorsHealth and Safety Guidelines; and Environmental and Social Policies; and (k) The Borrower shall have delivered a receipt, substantially in the form of Schedule 3, in respect of any and all prior Disbursements.

Conditions of All Disbursements. The obligation of IFC to make any Disbursement, including the first Disbursement, is also subject to the conditions that: (a) no Event of Default and no Potential Event of Default has occurred and is continuing; (b) the proceeds of that Disbursement are, at the date of the relevant request, needed by the Co-Borrowers Borrower for the purpose of the Project, or will be needed for that purpose within three six (36) months of that date; (c) since the date of this Agreement nothing has occurred which has or can reasonably be expected to have a Material Adverse Effect; (d) since April 30, 2005 the date of this Agreement, the Co-Borrowers (taken as a whole) have Borrower has not incurred any material loss or liability (except such liabilities as may be incurred in accordance with Section 6.02 (NEGATIVE COVENANTS Negative Covenants )); (e) the representations and warranties made in Article IV are true and correct in all material respects on and as of the date of that Disbursement with the same effect as if those representations and warranties had been made on and as of the date of that Disbursement (but in the case of Section 4.01(c4.01 (c) (REPRESENTATIONS AND WARRANTIESRepresentations and Warranties), without the words in parentheses); (f) the proceeds of that Disbursement are not in reimbursement of, or to be used for, expenditures in the territories of any country which is not a member of the World Bank or for goods produced in or services supplied from any such country; (g) IFC has received (if it so requires) a legal opinion or opinions in form and substance satisfactory to IFC, of IFC's ’s counsel in the relevant CountriesCountry and in New York, and concurred in by counsel for the Co-BorrowersBorrower, with respect to any matters relating to that Disbursement; (h) after giving effect to that Disbursement, none of the Co-Borrowers Borrower would not be in violation of: (i) its Charter; (ii) any provision contained in any document to which such Co-the Borrower is a party (including this Agreement) or by which such Co-the Borrower is boundbound that can reasonably be expected to have a Material Adverse Effect; or (iii) any law, rule, regulation, Authorization or agreement or other document binding on such Co-the Borrower directly or indirectly limiting or otherwise restricting its the Borrower’s borrowing power or authority or its ability to borrow; (i) IFC has received, on a Consolidated Basis (without limiting i) the generality financial statements audited according to the Accounting Principles, for the Borrower’s Fiscal Year 2005; (ii) the audited financial statements for Cosan Portuária, Da Barra and FBA for the Fiscal Year 2005; and (iii) the unaudited financial statements for each of Section 5.02(hthe Borrower, Cosan Portuária, Da Barra and FBA for the latest quarter prior to the relevant Disbursement; (j) payment of all fees and expenses due to IFC at that time shall have been received (or, in the case of expenses, evidence satisfactory to IFC of the direct payment thereof shall have been received)), after taking into account ; and (k) the amount of Borrower shall have completed the tasks according to the timetable included in the CAP that Disbursement and any other Long-term Debt incurred by the Co-Borrowers and of any amounts of Shareholders' Equity paid into the Co-Borrowers after are required to be completed on or before the date of the latest financial statements of the Co-Borrowers due pursuant to Section 6.03(a) (REPORTING REQUIREMENTS), (A) the Consolidated Current Ratio would not be less than 1.2, (B) the Consolidated Total Debt to Equity Ratio would not exceed 45:55, and (C) the Consolidated Long-term Debt Service Coverage Ratio would not be less than 1.3, provided that, with respect to any Disbursement requested to be made prior to the date of the first financial statements due pursuant to Section 6.03(a) (REPORTING REQUIREMENTS), the calculation of the Consolidated Current Ratio, Consolidated Total Debt to Equity Ratio and the Consolidated Long-term Debt Service Coverage Ratio shall be made on the basis of such information as IFC may reasonably request, verified, if IFC so requires, by the Auditors; andrelevant Disbursement.

Conditions of All Disbursements. The obligation of IFC to make any Disbursement, including the first Disbursement, Disbursement is also subject to the conditions that: (a) the Debt to Equity Ratio does not exceed 50:50; (b) the Life of Loan Cover Ratio exceeds 1.6; (c) no Event of Default and no Potential Event of Default has occurred and is continuing; (bd) the proceeds of that Disbursement are, at the date of the relevant request, needed by the Co-Borrowers for the purpose of the Project, or will be needed for that purpose within three (3) months of that date; (c) since the date of this Agreement nothing has occurred which has or can reasonably be expected to have a Material Adverse Effect; (d) since the date of this Agreement, the Co-Borrowers (taken as a whole) have not incurred any material loss or liability (except such liabilities as may be incurred in accordance with Section 6.02 (NEGATIVE COVENANTS )); (e) the representations and warranties made in Article IV are true and correct in all material respects on and as of the date of that Disbursement with the same effect as if those representations and warranties had been made on and as of the date of that Disbursement (but in the case of Section 4.01(c) (REPRESENTATIONS AND WARRANTIES), without the words in parentheses); (f) the proceeds of that Disbursement are not in reimbursement of, or to be used for, expenditures in the territories of any country which is not a member of IFC or the World Bank or for goods produced in or services supplied from any such country; but are, at the date of the relevant request, needed by the Company for the purpose of the Project, or will be needed for that purpose within three (3) months of such date and shall be spent only in countries which are members of the World Bank; (e) since the date of this Agreement nothing has occurred which can reasonably be expected to materially and adversely affect the carrying out of the Project or the Company's business prospects or financial condition or make it improbable that the Company will be able to observe or perform any of its obligations under this Agreement; (f) since the date of this Agreement the Company has not incurred any material loss or liability (except such liabilities as may be incurred in accordance with Section 6.02); and (g) IFC has received the representations and warranties made in Article V are true on and as of the date of that Disbursement with the same effect as if such representations and warranties had been made on and as of the date of that Disbursement (if it so requires) a legal opinion or opinions in form and substance satisfactory to IFC, of IFC's counsel but in the relevant Countriescase of Section 5.01 (c), and concurred without the words in by counsel for the Co-Borrowers, with respect to any matters relating to that Disbursement;parenthesis). (h) after giving effect to that Disbursement, none of the Co-Borrowers would be all fees due and payable under Section 3.08 shall have been paid in violation of: (i) its Charter; (ii) any provision contained in any document to which such Co-Borrower is a party (including this Agreement) or by which such Co-Borrower is bound; or (iii) any law, rule, regulation, Authorization or agreement or other document binding on such Co-Borrower directly or indirectly limiting or otherwise restricting its borrowing power or authority or its ability to borrow; (i) (without limiting the generality of Section 5.02(h)), after taking into account the amount of that Disbursement and any other Long-term Debt incurred by the Co-Borrowers and of any amounts of Shareholders' Equity paid into the Co-Borrowers after the date of the latest financial statements of the Co-Borrowers due pursuant to Section 6.03(a) (REPORTING REQUIREMENTS), (A) the Consolidated Current Ratio would not be less than 1.2, (B) the Consolidated Total Debt to Equity Ratio would not exceed 45:55, and (C) the Consolidated Long-term Debt Service Coverage Ratio would not be less than 1.3, provided that, with respect to any Disbursement requested to be made prior to the date of the first financial statements due pursuant to Section 6.03(a) (REPORTING REQUIREMENTS), the calculation of the Consolidated Current Ratio, Consolidated Total Debt to Equity Ratio and the Consolidated Long-term Debt Service Coverage Ratio shall be made on the basis of such information as IFC may reasonably request, verified, if IFC so requires, by the Auditors; andfull.