Drawdown Conditions. If a Borrower requests an Advance in accordance with the preceding provisions of this Clause 4 and, on the proposed date for the making of such Advance:
(a) neither of the events mentioned in paragraphs (a) and (b) of Clause 6.1 (MARKET DISRUPTION) shall have occurred (unless the circumstances which gave rise to such event or events are no longer continuing);
(b) the Original Dollar Amount of such Advance does not exceed the Available Facility;
(c) there would not, immediately after the making of such Advance, be more than ten Advances outstanding;
(d) (save in the case of a Rollover Advance) no Event of Default or Potential Event of Default has occurred which has not been remedied and the representations repeated pursuant to Clause 12.2 are true on and as of the proposed date for the making of such Advance; and
(e) (in the case of any Advance to be drawn down on or before the date on which the Tendered Shares satisfying the Minimum Condition are paid for) the board of directors of the Target shall not have withdrawn its approval or recommendation of the Tender Offer, the Merger Document or the Merger or shall have recommended or approved an alternative Acquisition Proposal made by a person other than the Parent or another member of the VNU Group then, save as otherwise provided herein, such Advance will be made in accordance with the provisions hereof PROVIDED THAT no Advance shall be made hereunder for the purpose of refinancing any Indebtedness of any member of the VNU Group or the Target Group until the Purchaser shall have accepted for payment, paid for and acquired Tendered Shares satisfying the Minimum Condition.
Drawdown Conditions. 3.3.1 The Borrower may only deliver a Drawdown Request to the Agent if:
(a) the conditions precedent listed in Schedule 2 (Conditions for the First Drawdown) are met with respect to the first Advance and the Agent has notified the Borrower and the Lenders that it has received all of the documents and other evidence to be delivered in respect of such conditions precedent and each is in form and substance satisfactory to the Agent (and the Agent undertakes to promptly after receipt of such documents and evidence notify the Borrower that such conditions are met or inform the Borrower of the reasons they are not met);
(b) the conditions precedent listed in Schedule 3 (General Drawdown Conditions) are met with respect to any Advance; and
(c) each condition subsequent listed in Schedule 4 (Conditions Subsequent) has been met to the satisfaction of the Agent within three months of the date indicated in such Schedule for its satisfaction unless (i) the Agent, acting on the instruction of Majority Lenders, determines that failure to meet the relevant condition subsequent will not be materially adverse in relation to the Borrower’s ability to perform its obligations under the Transaction Documents and/or the validity or enforceability of the Transaction Documents or (ii) such failure is subsequently remedied.
3.3.2 The Agent may waive each drawdown condition with the Majority Lenders’ consent upon written request by the Borrower to the Agent.
Drawdown Conditions. RELATING TO THE TERM ADVANCES Save as otherwise provided in the Intercompany Loan Agreement, the Term Advances will be made available by the Issuer to Funding 1 on the Closing Date if:
(a) the Notes have been issued by the Issuer and the subscription proceeds have been received by or on behalf of the Issuer;
(b) not later than 2.00 p.m. (London time) on the Closing Date (or such later time as may be agreed in writing by Funding 1, theIssuer and the Security Trustee), the Issuer and the Security Trustee have received from Funding 1 a Drawdown Notice requesting a drawing under the Intercompany Loan Agreement, receipt of which shall (subject to the terms of the Intercompany Loan Agreement and to the issue of the Notes by the Issuer) oblige Funding 1 to borrow the whole of the amount requested in the Drawdown Notice on the date stated in the Drawdown Notice (which shall be the Closing Date) upon the terms and subject to the conditions contained in the Intercompany Loan Agreement;
(c) Funding 1 has confirmed in the relevant Drawdown Notice that:
(i) no Intercompany Loan Event of Default has occurred and is continuing unremedied (if capable of remedy) or unwaived or would result from the making of the Term Advances;
(ii) the representations set out in Clause 12 (Representations and Warranties of Funding 1) are true on and as of the Closing Date by reference to the facts and circumstances then existing;
(d) the aggregate principal amount of the Term Advances to be drawn on the Drawdown Date would not exceed the amount available for drawing under the Intercompany Loan Agreement as at the relevant Drawdown Date; and
(e) Funding 1 has delivered a solvency certificate substantially in the form set out in Schedule 2 to these Intercompany Loan Terms and Conditions.
Drawdown Conditions. The Borrower shall satisfy the following prior to drawdown:
1. This Contract and its supplement is effective;
2. The Borrower has provided guarantees as requested by the Lender and guarantee contract has been executed and has been approved, registered and filed;
3. The Borrower has reserved or executed and fulfilled for the Lender relevant documents, invoices, chops, personnel list, signature samples, and has completed relevant vouchers;
4. The Borrower has opened all necessary bank account for the fulfillment of this Contract at the request of the Lender;
5. The Borrower has submitted to the Lender a copy of written drawdown application and related supporting documents for the purpose of the Loan 3 bank business days prior to the drawdown, to process the drawdown application;
Drawdown Conditions. Advances will be made by the Banks to and as requested by the Borrower if the additional conditions set out in Clauses 4.2 (Drawdown Request) to 4.5 (No Event of Default etc.) are fulfilled.
Drawdown Conditions. When the Borrower applies for a Drawdown, all of the Drawdown conditions under this Article for the First Drawdown and/or subsequent Drawdown must be satisfied. Otherwise, the Lenders are not obligated to grant the Borrower the Facility Amount pursuant to the Agreement. For the original documents submitted by the Borrower, the formats and contents must be acceptable to the Facility Agent. For photocopies of the documents submitted by the Borrower, the formats and contents shall be acceptable to the Facility Agent, and the Borrower or the document provider shall certify the authenticity, correctness and completeness of copies.
Drawdown Conditions. Subject to the terms of this Agreement and the Facility Agreements, the Company may request, and the relevant Lending Group shall make, Advances under a Facility if:
3.1.1 not later than 5:00 p.m. on the tenth Business Day before the proposed Advance Date (in the case of an Advance under the Term Loan Facilities and with any necessary amendments thereto made and received by the Intercreditor Agent and the relevant Facility Agent not later than 3:00 p.m. on the sixth Business Day before the proposed Advance Date) or the fourth day before the proposed Advance Date (in the case of an Advance under a Revolving Credit Facility), the Intercreditor Agent and the relevant Facility Agent have received a completed Advance Request; and
3.1.2 in the case of the Term Loan Facilities, no other Advance Request has been served by the Company in respect of any Term Loan Facility in the same month.
Drawdown Conditions. Subject to the other terms of this Agreement, Advances will be made by the Bank to and as requested by the Borrower if the additional conditions set out in Clauses 4.2 (Drawdown Request) to 4.5 (No Event of Default etc.) inclusive are fulfilled.
Drawdown Conditions. 3.3.1 The Borrower may only deliver a Drawdown Request to the Agent if:
(a) the conditions precedent listed in Schedule 2 (Conditions for the First Drawdown) are met with respect to the first Advance and the Agent has notified the Borrower and the Lenders that it has received all of the documents and other evidence to be delivered in respect of such conditions precedent and each is in form and substance satisfactory to the Agent (and the Agent undertakes to promptly after receipt of such documents and evidence notify the Borrower that such conditions are met or inform the Borrower of the reasons they are not met);
(b) the conditions precedent listed in Schedule 3 (General Drawdown Conditions) are met with respect to any Advance; and
3.3.2 Without prejudice to Clause 32.3 (Form Requirements and Amendments), the Agent may waive each drawdown condition with the prior consent of the Lenders upon written request by the Borrower to the Agent.
Drawdown Conditions. The Borrower can make utilization of the loan provided that:
1. This Agreement and its annexes have become effective;
2. The Borrower has provided guarantee as required by the Lender, and the guarantee contract has become effective and legal formalities regarding its approval, registration, or recording have been completed;
3. The Borrower has provided the Lender with Borrower’s documents, receipts, specimen seal impressions, staff list, and specimen signatures in relation to conclusion and performance of this Agreement, and has completed related documents;
4. The Borrower has opened an account required for performance of this Agreement as per the requirements of the Lender;
5. The Borrower submitted written utilization requests and related proof documents regarding the purpose of loan to the Lender three (3) business days before the drawdown and handled related drawdown formalities;
6. The Borrower has submitted the resolution and power of attorney of its board of directors and responsible departments for consenting to entering into and performance of this Agreement;
7. The Borrower shall obtain the certificate of property ownership and properly handle property mortgage formalities, make sure that the Lender is the only mortgagee of the collateral, buy mortgage insurance and transfer insurance interest to the Lender, and obtain official collateral evaluation report by the end of 2017. The mortgage rate shall not be more than 50%;
8. The Borrower shall properly provide joint liability guarantee of Beijing iQIYI Science & Technology Co., Ltd. and conclude a guarantee contract;
9. The Borrower shall provide advertising agency service contracts or orders with authentic background for drawdown of loan and shall entrust the Lender to make payments trade by trade;
10. The Borrower shall repay no less than RMB 10,000,000 in the first year, no less than RMB 10,000,000 in the second year, and RMB 279,000,000 in the third year. Principal shall be repaid biannually, namely, at least once every six months. Interests shall be paid on a quarterly basis;
11. The Borrower shall undertake the following in writing:
(1) During the existence of credit, the balance in the account that the Borrower opens at the Lender shall not be less than two times of the due interest payable of current period;
(2) During the existence of credit, at least 30% of the settlement shall be carried out by the Lender;
