CONDITIONS OF ALL LOANS. The obligations of the Banks to make any Loan (including without limitation the obligation of the Agent to issue any Letter of Credit) on and subsequent to the Closing Date is subject to the following conditions precedent:
CONDITIONS OF ALL LOANS. The obligation of any Lender to make any Loan, including the initial Loan, on any date is also subject to the conditions that:
(a) no Event of Default has occurred and is continuing;
(b) no event of default pursuant to Section 7.02 of the IFC Loan Agreement ("IFC EVENTS OF Default") and no event or circumstance which would, with notice, lapse of time, the making of a determination or any combination thereof, become an event of default pursuant to Section 7.02 of the IFC Loan Agreement ("IFC POTENTIAL EVENTS OF DEFAULT") has occurred and is continuing;
(c) in the case of Tranche A Loans, only the proceeds of such requested Tranche A Loan shall, at such date, be used by Borrower for the sole purpose of funding the Sponsor Escrow Account as a condition precedent to a funding in the same amount by IFC to VGEI under the IFC Loan Agreement within three (3) Business Days thereof;
(d) since the date of this Agreement, no event has occurred which (i) has and is continuing to have or (ii) can reasonably be expected to have a material adverse effect on Borrower and its Subsidiaries taken as a whole;
(e) since December 31, 2001, Borrower and its Subsidiaries have not incurred any material loss or liability (except such liabilities as may be incurred in accordance with Article V);
(f) the representations and warranties made in Article II are true and correct in all material respects (except for any such representations and warranties which are qualified by their terms by a reference to materiality or material adverse affect, which representation as so qualified shall be true and correct in all respects) on and as of such date with the same effect as if those representations and warranties had been made on and as of such date;
(g) after giving effect to such Loan, neither Borrower nor its Subsidiaries would be in violation of:
(i) its articles of incorporation and bylaws and/or such other constitutive documents, however so called;
(ii) any provision contained in any document to which Borrower or any of its Subsidiaries is a party (including this Agreement) or by which Borrower or any of its Subsidiaries is bound; or
(iii) any law, rule, regulation, authorization or agreement or other document binding on Borrower or any of its Subsidiaries directly or indirectly limiting or otherwise restricting Borrower's or any of its Subsidiary's borrowing power or authority or its ability to borrow;
(h) on and as of such date, Borrower's Long-term Debt to Equity Ratio does not exceed...
CONDITIONS OF ALL LOANS. The obligations of the Lenders to make any Loan and of the Issuing Lender to issue, extend or renew any Letter of Credit, in each case on and subsequent to the Effective Date is subject to the following conditions precedent:
CONDITIONS OF ALL LOANS. The obligations of the Lenders to convert the loans under the Prior Credit Agreement into Loans hereunder, and to make or extend any Loan, and of the Issuing Bank to issue, extend or renew any Letter of Credit on or after the Closing Date shall also be subject to the following conditions precedent:
CONDITIONS OF ALL LOANS. The obligation of IFC to make any Loan under any Tranche, including the First Loan, any Rollover Loan and any Term Loan, is also subject to the conditions that:
(a) no Event of Default or Potential Event of Default has occurred and is continuing or will occur on making such Loan;
(b) in respect of any Loan which is not a Rollover Loan or the Term Loan under the Initial Term Tranche, the proceeds of that Loan are, at the date of the relevant request, needed by the Borrower for the purpose of the Project, or will be needed for that purpose within six (6) months of that date or are needed to reimburse the Borrower for costs incurred in connection with the Project;
(c) since the date of this Agreement, nothing has occurred and is continuing that has or can reasonably be expected to have a Material Adverse Effect;
(d) since the date of its most recent financial statements, neither the Borrower nor the Sponsor, nor any of their respective Affiliates has 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 Loan with the same effect as if those representations and warranties had been made on and as of the date of that Loan (but in the case of Section 4.01 (c) (Representations and Warranties), without the words in parentheses);
(f) the proceeds of that Loan 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 Gabon, Nxx Xxxx, Xxx Xxxx, Xxxxxx, Xxxxxxx and/or Texas, and concurred in by counsel for the Borrower in the relevant jurisdiction(s), with respect to any matters relating to that Loan;
(h) after giving effect to that Loan, the Borrower would not be in violation of:
(i) its Charter;
CONDITIONS OF ALL LOANS. The Lender's obligation to make any Loan is subject to the fulfillment of the following additional conditions precedent:
CONDITIONS OF ALL LOANS. The caption and preamble to Section 4.2 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:
CONDITIONS OF ALL LOANS. 9 SECTION 3.03
CONDITIONS OF ALL LOANS. The obligation of Bank to make any Loan under this Agreement (including the initial Loans) shall be subject to the conditions precedent that, as of the date of such Loan and after giving effect thereto: (i) there exists no Default or Event of Default; (ii) there exists no change that would cause a material adverse change in, or effect upon, (A) the validity, performance or enforceability of any Loan Documents, (B) the financial condition or business operations of Borrower or any Guarantor, or (C) the ability of Borrower or any Guarantor to fulfill its obligations under the Loan Documents (a "MATERIAL ADVERSE EFFECT"); (iii) Bank shall have received from Borrower a Notice of Borrowing dated as of the date of such Loan and all of the statements contained in such Notice of Borrowing shall be true and correct; (iv) the representations and warranties contained in each of the Loan Documents shall be true in all respects as though made on the date of such Loan; and (v) the making of the Loans shall be permitted by the laws and regulations of each jurisdiction to which Bank or Borrower may be subject (including, without limitation, Regulation T, U or X of the Board of Governors of the Federal Reserve System), and shall not subject Bank to any penalty or, in the reasonable judgment of the Bank, other burdensome condition under or pursuant to any applicable law or governmental regulation.
CONDITIONS OF ALL LOANS. 11.1. Representations True; No Event of Default *
11.2. Performance; No Event of Default *
11.3. No Legal Impediment * 11.4. Governmental Regulation * 11.5. Proceedings and Documents * 12. COLLATERAL SECURITY. *
