Common use of Conditions Precedent to the Funding Date Clause in Contracts

Conditions Precedent to the Funding Date. The obligation of the Lender to disburse the Loan on the Funding Date shall be subject to the conditions precedent that (i) the Closing Date shall have occurred and (ii) the Lender shall have received each following documents and each of the following conditions shall have occurred, or shall occur concurrently therewith, each in form and substance reasonably satisfactory to the Lender: (a) The Borrower shall have made arrangements to deliver counterparts of each of the following Credit Documents on the dates set forth in this Agreement: (i) the Security Agreement, (ii) the Argentine Pledge Agreement, (iii) the Securities Account Control Agreement, and (iv) any Collateral Account Control Agreement, as applicable. (b) The Lender shall have received satisfactory evidence that all Governmental Approvals and consents of, and notices to, any other Person, but only to the extent such Governmental Approvals, consents, and notices are required in connection with the following, have been obtained, or made, and are in full force and effect: (i) the due execution, delivery, recordation, filing or performance by the Borrower of the Credit Documents required on the Funding Date, and (ii) the consummation of the Settlement of the Tender Offer. (c) The Lender shall have received the following legal opinions: (i) an opinion of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special New York counsel for the Lender; (ii) an opinion of M. & X. Xxxxxxx Abogados, special Argentina counsel for the Lender; (iii) an opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special New York counsel for the Borrower; and (iv) an opinion of Bruchou, Xxxxxxxxx Xxxxxx & Xxxxxxxx, special Argentina counsel for the Borrower. (d) The Lender shall have received (i) a certificate from an Authorized Officer of the Borrower, dated the Funding Date, substantially in the form of Exhibit E certifying that (A) both immediately prior to the making of the Loan and after giving effect thereto and to the intended use thereof, (1) no Default or Event of Default shall have occurred and be continuing and (2) each of the representations and warranties made in Section 6 hereof and in each other Credit Document shall be true and correct in all material respects as of the Funding Date (except in the event any such representation and warranty relates to a given date or period, such representation and warranty shall be true and correct in all material respects as of the respective date or for the respective period, as applicable) (except, in each case, to the extent such representations are qualified as to “materiality”, “material adverse effect” or words to similar effect, in which case such representations shall be true and correct in all respects) and (B) as of the Funding Date (after giving pro forma effect to the Tender Offer Transactions) the condition set forth in Section 5.2(i) shall be satisfied, and (ii) (A) a funds flow memorandum (the “Funds Flow”) demonstrating the use of proceeds and process of the payment of the Tender Offer Consideration and any other amounts permitted under Section 6.24 hereof and (B) an irrevocable letter of instructions from the Borrower to the Lender providing for the immediate transfer of all proceeds of the Loan remitted to the Borrower in accordance the Funds Flow. (e) The Lender shall have received a certificate of the chief financial officer or similar Authorized Officer of the Borrower dated the Funding Date, substantially in the form of Exhibit D, certifying that the Borrower and its Subsidiaries are Solvent on a consolidated basis and will be Solvent on a consolidated basis after giving pro forma effect to the Tender Offer Transactions. (f) The proceeds of the Loan shall be sufficient to pay the Tender Offer Consideration. (g) The Lender shall have received (i) a certificate of “Absence of Restrictions to Dispose Assets” (“certificado de libre inhibición de bienes”) issued by the Real Estate Registry of the City of Buenos Aires with respect to the Borrower and (ii) a recent Lien search in the District of Columbia Recorder of Deeds with respect to the Borrower. (h) Since December 31, 2015, there shall not have been any event, change or development that, individually or in the aggregate, has had or could reasonably be expected to have, a Material Adverse Effect. (i) The Lender shall have received from the Borrower (i) written notification of the results of the Tender Offer and (ii) a Notice of Borrowing meeting the requirements of Section 2.2. (j) The Lender shall have received a Check duly executed by the Borrower, in accordance with Section 2.4 in respect of the Loan. (k) All fees and expenses required to be paid under the Credit Documents (including the Fee Letter as applicable) on or prior to the Funding Date, in each case to the extent invoiced at least one (1) Business Day prior to the Funding Date, shall have been paid (in each case, which amounts may be offset against the proceeds of the Loan up to a maximum aggregate amount of the Lender’s Commitment). (l) To the extent that there is any amount required to be paid by the Borrower on account of fees, costs or other amounts in connection with the Funding Date Transactions that exceeds the aggregate amount of the Lender’s Commitment, the Borrower shall have sufficient funds to pay any such amount on the Funding Date.

Conditions Precedent to the Funding Date. The obligation obligations of the Lender Lenders to disburse the Loan make their respective Loans hereunder shall become effective on the Funding Date shall be subject to the conditions precedent that (i) the Closing Date shall have occurred and (ii) the Lender shall have received each following documents and first date on which each of the following conditions shall have occurred, is satisfied (or shall occur concurrently therewith, each waived in form and substance reasonably satisfactory to the Lender:accordance with Section 9.02): (a) The Borrower All representations and warranties contained in Article III shall have made arrangements be true and correct in all material respects (except that any representation and warranty that is qualified as to deliver counterparts of each “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the following Credit Documents on Funding Date, except to the dates set forth extent that such representations and warranties specifically refer to an earlier date, in this Agreement: which case they shall be true and correct in all material respects (iexcept that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) the Security Agreement, (ii) the Argentine Pledge Agreement, (iii) the Securities Account Control Agreement, and (iv) any Collateral Account Control Agreement, as applicableof such earlier date. (b) The Lender shall have received satisfactory evidence Since December 31, 2013, no fact, event or circumstance has occurred (other than any fact, event or circumstance that all Governmental Approvals and consents of, and notices to, has been disclosed in the Registration Statement (excluding any disclosure contained in any section entitled “Risk Factors” or “Cautionary Note Regarding Forward-Looking Statements” or any other Personstatement that is cautionary, but only risk factor, predictive or forward looking in nature)) that has had or could reasonably be expected to have, either individually or in the extent such Governmental Approvalsaggregate, consents, and notices are required in connection with the following, have been obtained, or made, and are in full force and effect: (i) the due execution, delivery, recordation, filing or performance by the Borrower of the Credit Documents required on the Funding Date, and (ii) the consummation of the Settlement of the Tender Offera Material Adverse Effect. (c) The Lender Borrower shall have be in pro forma compliance with the financial covenants set forth in Section 6.08 on the Funding Date (after giving effect to the receipt of the IPO Proceeds) and assuming, for purposes of such calculations, that $3,000,000,000 of Initial IPO Bond Proceeds were received by the following legal opinions: (i) an opinion of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special New York counsel for Borrower on the Lender; (ii) an opinion of M. & X. Xxxxxxx Abogados, special Argentina counsel for the Lender; (iii) an opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special New York counsel for the Borrower; and (iv) an opinion of Bruchou, Xxxxxxxxx Xxxxxx & Xxxxxxxx, special Argentina counsel for the BorrowerFunding Date. (d) The Lender IPO shall have received (i) a certificate from an Authorized Officer priced and the Administrative Agent shall be reasonably satisfied that the Borrower will receive IPO Proceeds of at least $2,000,000,000 substantially concurrently with the funding of the Borrower, dated Loans (it being understood that the Loans shall be funded immediately prior to the IPO). (e) At the time of and immediately after giving effect to the Borrowing of the Loans and the Bank Term Loans on the Funding Date, substantially in the form of Exhibit E certifying that (A) both immediately prior to the making of the Loan and after giving effect thereto and to the intended use thereof, (1) no Default or Event of Default shall have occurred and be continuing and (2) each of the representations and warranties made in Section 6 hereof and in each other Credit Document shall be true and correct in all material respects as of the Funding Date (except in the event any such representation and warranty relates to a given date or period, such representation and warranty shall be true and correct in all material respects as of the respective date or for the respective period, as applicable) (except, in each case, to the extent such representations are qualified as to “materiality”, “material adverse effect” or words to similar effect, in which case such representations shall be true and correct in all respects) and (B) as of the Funding Date (after giving pro forma effect to the Tender Offer Transactions) the condition set forth in Section 5.2(i) shall be satisfied, and (ii) (A) a funds flow memorandum (the “Funds Flow”) demonstrating the use of proceeds and process of the payment of the Tender Offer Consideration and any other amounts permitted under Section 6.24 hereof and (B) an irrevocable letter of instructions from the Borrower to the Lender providing for the immediate transfer of all proceeds of the Loan remitted to the Borrower in accordance the Funds Flow. (e) The Lender shall have received a certificate of the chief financial officer or similar Authorized Officer of the Borrower dated the Funding Date, substantially in the form of Exhibit D, certifying that the Borrower and its Subsidiaries are Solvent on a consolidated basis and will be Solvent on a consolidated basis after giving pro forma effect to the Tender Offer Transactionscontinuing. (f) The proceeds of the Loan shall be sufficient to pay the Tender Offer Consideration[Reserved]. (g) The Lender Administrative Agent shall have received (i) a certificate duly executed Committed Loan Notice signed by a Responsible Officer of “Absence of Restrictions to Dispose Assets” (“certificado de libre inhibición de bienes”) issued by the Real Estate Registry of the City of Buenos Aires with respect to the Borrower and (ii) a recent Lien search in the District of Columbia Recorder of Deeds with respect to the Borrower. (h) Since December 31, 2015, there The capital structure of the Borrower and its Subsidiaries on the Funding Date shall not have been any event, change or development that, individually or be substantially consistent with the capital structure set forth in the aggregate, has had or could reasonably be expected to have, a Material Adverse Effectpro forma consolidated balance sheet included in the Registration Statement. (i) The Lender All Related Party Debt shall have received from be repaid in full and commitments thereunder terminated substantially concurrently with the Borrower (i) written notification funding of the results of the Tender Offer and (ii) a Notice of Borrowing meeting the requirements of Section 2.2. (j) The Lender shall have received a Check duly executed by the Borrower, in accordance with Section 2.4 in respect of the Loan. (k) All fees and expenses required to be paid under the Credit Documents (including the Fee Letter as applicable) on or prior to the Funding Date, in each case to the extent invoiced at least one (1) Business Day prior to the Funding Date, shall have been paid (in each case, which amounts may be offset against the proceeds of the Loan up to a maximum aggregate amount of the Lender’s Commitment). (l) To the extent that there is any amount required to be paid by the Borrower on account of fees, costs or other amounts in connection with the Funding Date Transactions that exceeds the aggregate amount of the Lender’s Commitment, the Borrower shall have sufficient funds to pay any such amount Loans on the Funding Date. The Administrative Agent shall notify the Borrower and the Lenders of the Funding Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 3:00 p.m., New York City time, on the earlier of (x) September 30, 2014 and (y) the date that is 20 Business Days after the Effective Date (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

Conditions Precedent to the Funding Date. The obligation obligations of the Lender Lenders to disburse the Loan make their respective Loans hereunder shall become effective on the Funding Date shall be subject to the conditions precedent that (i) the Closing Date shall have occurred and (ii) the Lender shall have received each following documents and first date on which each of the following conditions shall have occurred, is satisfied (or shall occur concurrently therewith, each waived in form and substance reasonably satisfactory to the Lender:accordance with Section 9.02): (a) The Borrower All representations and warranties contained in Article III shall have made arrangements be true and correct in all material respects (except that any representation and warranty that is qualified as to deliver counterparts of each “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the following Credit Documents on Funding Date, except to the dates set forth extent that such representations and warranties specifically refer to an earlier date, in this Agreement: which case they shall be true and correct in all material respects (iexcept that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) the Security Agreement, (ii) the Argentine Pledge Agreement, (iii) the Securities Account Control Agreement, and (iv) any Collateral Account Control Agreement, as applicableof such earlier date. (b) The Lender shall have received satisfactory evidence Since December 31, 2013, no fact, event or circumstance has occurred (other than any fact, event or circumstance that all Governmental Approvals and consents of, and notices to, has been disclosed in the Registration Statement (excluding any disclosure contained in any section entitled “Risk Factors” or “Cautionary Note Regarding Forward-Looking Statements” or any other Personstatement that is cautionary, but only risk factor, predictive or forward looking in nature)) that has had or could reasonably be expected to have, either individually or in the extent such Governmental Approvalsaggregate, consents, and notices are required in connection with the following, have been obtained, or made, and are in full force and effect: (i) the due execution, delivery, recordation, filing or performance by the Borrower of the Credit Documents required on the Funding Date, and (ii) the consummation of the Settlement of the Tender Offera Material Adverse Effect. (c) The Lender Borrower shall have be in pro forma compliance with the financial covenants set forth in Section 6.08 on the Funding Date (after giving effect to the receipt of the IPO Proceeds) and assuming, for purposes of such calculations, that $3,000,000,000 of Initial IPO Bond Proceeds were received by the following legal opinions: (i) an opinion of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special New York counsel for Borrower on the Lender; (ii) an opinion of M. & X. Xxxxxxx Abogados, special Argentina counsel for the Lender; (iii) an opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special New York counsel for the Borrower; and (iv) an opinion of Bruchou, Xxxxxxxxx Xxxxxx & Xxxxxxxx, special Argentina counsel for the BorrowerFunding Date. (d) The Lender IPO shall have received (i) a certificate from an Authorized Officer priced and the Administrative Agent shall be reasonably satisfied that the Borrower will receive IPO Proceeds of at least $2,000,000,000 substantially concurrently with the funding of the Borrower, dated Loans (it being understood that the Loans shall be funded immediately prior to the IPO). (e) At the time of and immediately after giving effect to the Borrowing of the Loans on the Funding Date, substantially in the form of Exhibit E certifying that (A) both immediately prior to the making of the Loan and after giving effect thereto and to the intended use thereof, (1) no Default or Event of Default shall have occurred and be continuing and (2) each of the representations and warranties made in Section 6 hereof and in each other Credit Document shall be true and correct in all material respects as of the Funding Date (except in the event any such representation and warranty relates to a given date or period, such representation and warranty shall be true and correct in all material respects as of the respective date or for the respective period, as applicable) (except, in each case, to the extent such representations are qualified as to “materiality”, “material adverse effect” or words to similar effect, in which case such representations shall be true and correct in all respects) and (B) as of the Funding Date (after giving pro forma effect to the Tender Offer Transactions) the condition set forth in Section 5.2(i) shall be satisfied, and (ii) (A) a funds flow memorandum (the “Funds Flow”) demonstrating the use of proceeds and process of the payment of the Tender Offer Consideration and any other amounts permitted under Section 6.24 hereof and (B) an irrevocable letter of instructions from the Borrower to the Lender providing for the immediate transfer of all proceeds of the Loan remitted to the Borrower in accordance the Funds Flow. (e) The Lender shall have received a certificate of the chief financial officer or similar Authorized Officer of the Borrower dated the Funding Date, substantially in the form of Exhibit D, certifying that the Borrower and its Subsidiaries are Solvent on a consolidated basis and will be Solvent on a consolidated basis after giving pro forma effect to the Tender Offer Transactionscontinuing. (f) The proceeds of the Loan shall be sufficient to pay the Tender Offer Consideration. (g) The Lender shall have received (i) a certificate of “Absence of Restrictions to Dispose Assets” (“certificado de libre inhibición de bienes”) issued by the Real Estate Registry of the City of Buenos Aires with respect to the Borrower and (ii) a recent Lien search in the District of Columbia Recorder of Deeds with respect to the Borrower. (h) Since December 31, 2015, there shall not have been any event, change or development that, individually or in the aggregate, has had or could reasonably be expected to have, a Material Adverse Effect. (i) The Lender shall have received from the Borrower (i) written notification of the results of the Tender Offer and (ii) a Notice of Borrowing meeting the requirements of Section 2.2. (j) The Lender shall have received a Check duly executed by the Borrower, in accordance with Section 2.4 in respect of the Loan. (k) All fees and expenses required to be paid under the Credit Documents (including the Fee Letter as applicable) on or prior to the Funding DateDate shall have been paid, (in each the case of expenses, to the extent invoiced at least one (1) three Business Day Days prior to the Funding Date, shall have been paid (in each case, which amounts may be offset against the proceeds of the Loan up to a maximum aggregate amount of the Lender’s Commitment). (lg) To The Administrative Agent shall have received a duly executed Committed Loan Notice signed by a Responsible Officer of the extent that there is any amount required to be paid by Borrower. (h) The capital structure of the Borrower and its Subsidiaries on account of fees, costs or other amounts in connection with the Funding Date Transactions that exceeds shall be substantially consistent with the aggregate amount capital structure set forth in the pro forma consolidated balance sheet included in the Registration Statement. (i) All Related Party Debt shall be repaid in full and commitments thereunder terminated substantially concurrently with the funding of the Lender’s Commitment, the Borrower shall have sufficient funds to pay any such amount Loans on the Funding Date. The Administrative Agent shall notify the Borrower and the Lenders of the Funding Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 3:00 p.m., New York City time, on the earlier of (x) September 30, 2014 and (y) the date that is 20 Business Days after the Effective Date (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).