Common use of Drawdown Conditions Clause in Contracts

Drawdown Conditions. The obligation of the Lender to make any Loan is subject to the satisfaction of the following conditions: (a) the Lender shall have received of a Notice of Borrowing as required by Section 1.2; (b) the Lender and the Borrower shall have agreed to the Warrant valuation described in Section 2.3; (c) immediately after the Loan is extended, the aggregate outstanding principal amount of the Loans will not exceed the Commitment; (d) the Borrower has available the capacity or an applicable exemption under the High Yield Notes and their respective indentures to drawdown the Loan; (e) immediately before and after the Loan is extended, no Event of Default shall have occurred and be continuing; (f) the representations and warranties of the Borrower, of RSL COM and of RSL USA contained in this Agreement shall be true and correct in all material respects on and as of the date of the Loan; (g) since March 31, 2000, no Material Adverse Change shall have occurred; (h) RSL COM, RSL USA, the Borrower and the Lender shall have received all consents and approvals, and shall have made all filings and notices, required in connection with the transactions contemplated hereby; (i) no order of any court or governmental agency enjoining any of the transactions contemplated hereby may be in effect, and no action, suit, proceeding or investigation seeking any such order or substantial damages in connection with the transactions contemplated hereby, or that could reasonably be expected to have a Material Adverse Effect, may be pending or threatened; (j) RSL COM shall have delivered a duly executed Warrant to the Lender permitting the Lender to purchase Class A Common Shares in accordance with this Loan Agreement; (k) the Borrower shall have paid all fees and expenses due to the Lenders pursuant to the Loan Documents; and (l) the Lender shall have received a certificate signed by the chief executive officer of the Borrower, dated the date of any drawing of any Loan, to the effect set forth in clauses (c), (d), (e) and (f) of this Section 3.2 (and, with respect to (c), such certificate shall set forth the calculation or exception upon which the Borrower is relying to draw-down the Loan).

Drawdown Conditions. The obligation of RELATING TO THE TERM ADVANCES Save as otherwise provided in the Lender Intercompany Loan Agreement, the Term Advances will be made available by the Issuer to make any Loan is subject to Funding on the satisfaction of the following conditionsrelevant Closing Date if: (a) the Lender shall Notes have been issued by the Issuer and the subscription proceeds have been received by or on behalf of a Notice of Borrowing as required by Section 1.2the Issuer; (b) not later than 2.00 p.m. (London time) on the Lender relevant Closing Date (or such later time as may be agreed by Funding, the Issuer and the Borrower Security Trustee), the Issuer and the Security Trustee have received from Funding a Drawdown Notice requesting a drawing under the Intercompany Loan Agreement, receipt of which shall have agreed (subject to the Warrant valuation described terms of the Intercompany Loan Agreement and to the issue of the Notes by the Issuer) oblige Funding to borrow the whole of the amount requested in Section 2.3the Drawdown Notice on the date stated in the Drawdown Notice (which shall be the relevant Closing Date) upon the terms and subject to the conditions contained in the Intercompany Loan Agreement; (c) immediately after Funding has confirmed in the relevant Drawdown Notice that: (i) no Intercompany Loan Event of Default has occurred and is extended, continuing unremedied (if capable of remedy) or unwaived or would result from the aggregate outstanding principal amount making of the Loans will not exceed Term Advances; (ii) the Commitmentrepresentations set out in Clause 12 (Representations and warranties of Funding) are true on and as of the Closing Date by reference to the facts and circumstances then existing; (d) the Borrower has aggregate principal amount of the Term Advances to be drawn on the Drawdown Date would not exceed the amount available the capacity or an applicable exemption for drawing under the High Yield Notes and their respective indentures to drawdown Intercompany Loan Agreement as at the Loan;relevant Drawdown Date; and (e) immediately before and after the Loan is extended, no Event of Default shall have occurred and be continuing; (f) the representations and warranties of the Borrower, of RSL COM and of RSL USA contained in this Agreement shall be true and correct in all material respects on and as of the date of the Loan; (g) since March 31, 2000, no Material Adverse Change shall have occurred; (h) RSL COM, RSL USA, the Borrower and the Lender shall have received all consents and approvals, and shall have made all filings and notices, required in connection with the transactions contemplated hereby; (i) no order of any court or governmental agency enjoining any of the transactions contemplated hereby may be in effect, and no action, suit, proceeding or investigation seeking any such order or substantial damages in connection with the transactions contemplated hereby, or that could reasonably be expected to have a Material Adverse Effect, may be pending or threatened; (j) RSL COM shall have Funding has delivered a duly executed Warrant solvency certificate substantially in the form set out in Schedule 2 to the Lender permitting the Lender to purchase Class A Common Shares in accordance with this these Intercompany Loan Agreement; (k) the Borrower shall have paid all fees Terms and expenses due to the Lenders pursuant to the Loan Documents; and (l) the Lender shall have received a certificate signed by the chief executive officer of the Borrower, dated the date of any drawing of any Loan, to the effect set forth in clauses (c), (d), (e) and (f) of this Section 3.2 (and, with respect to (c), such certificate shall set forth the calculation or exception upon which the Borrower is relying to draw-down the Loan)Conditions.

Drawdown Conditions. The obligation of RELATING TO THE TERM ADVANCES Save as otherwise provided in the Lender Intercompany Loan Agreement, the Term Advances will be made available by the Issuer to make any Loan is subject to Funding 1 on the satisfaction of the following conditionsClosing Date if: (a) the Lender shall Notes have been issued by the Issuer and the subscription proceeds have been received by or on behalf of a Notice of Borrowing as required by Section 1.2the Issuer; (b) not later than 2.00 p.m. (London time) on the Lender Closing Date (or such later time as may be agreed in writing by Funding 1, theIssuer and the Borrower 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 have agreed (subject to the Warrant valuation described 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 Section 2.3the 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) immediately after Funding 1 has confirmed in the relevant Drawdown Notice that: (i) no Intercompany Loan Event of Default has occurred and is extended, continuing unremedied (if capable of remedy) or unwaived or would result from the aggregate outstanding principal amount making of the Loans will not exceed Term Advances; (ii) the Commitmentrepresentations 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 Borrower has aggregate principal amount of the Term Advances to be drawn on the Drawdown Date would not exceed the amount available the capacity or an applicable exemption for drawing under the High Yield Notes and their respective indentures to drawdown Intercompany Loan Agreement as at the Loan;relevant Drawdown Date; and (e) immediately before and after the Loan is extended, no Event of Default shall have occurred and be continuing; (f) the representations and warranties of the Borrower, of RSL COM and of RSL USA contained in this Agreement shall be true and correct in all material respects on and as of the date of the Loan; (g) since March 31, 2000, no Material Adverse Change shall have occurred; (h) RSL COM, RSL USA, the Borrower and the Lender shall have received all consents and approvals, and shall have made all filings and notices, required in connection with the transactions contemplated hereby; (i) no order of any court or governmental agency enjoining any of the transactions contemplated hereby may be in effect, and no action, suit, proceeding or investigation seeking any such order or substantial damages in connection with the transactions contemplated hereby, or that could reasonably be expected to have a Material Adverse Effect, may be pending or threatened; (j) RSL COM shall have Funding 1 has delivered a duly executed Warrant solvency certificate substantially in the form set out in Schedule 2 to the Lender permitting the Lender to purchase Class A Common Shares in accordance with this these Intercompany Loan Agreement; (k) the Borrower shall have paid all fees Terms and expenses due to the Lenders pursuant to the Loan Documents; and (l) the Lender shall have received a certificate signed by the chief executive officer of the Borrower, dated the date of any drawing of any Loan, to the effect set forth in clauses (c), (d), (e) and (f) of this Section 3.2 (and, with respect to (c), such certificate shall set forth the calculation or exception upon which the Borrower is relying to draw-down the Loan)Conditions.

Drawdown Conditions. 3.1 The obligation of the Lender to make any Loan is Borrower may, subject to Clause 3.3, utilise the satisfaction Facility by delivering to the Bank at the Designated Branch a duly completed Drawdown Notice. 3.2 For the purposes of Clause 3.1 above, the following conditionsDrawdown Notice will not be considered to have been duly completed unless: (ai) the Lender shall have received Drawdown Notice specifies: (i) the currency and amount to be disbursed by the Bank; (ii) the proposed date of a Notice of Borrowing as required by Section 1.2utilisation; (iii) the proposed Repayment Date: and (iv) the proposed Specified Rate; (bii) the Lender and proposed date of utilisation is a Business Day within the Borrower shall have agreed to the Warrant valuation described in Section 2.3Availability Period; (c) immediately after the Loan is extended, the aggregate outstanding principal amount of the Loans will not exceed the Commitment; (diii) the Borrower has available the capacity or an applicable exemption under the High Yield Notes and their respective indentures to drawdown the Loan; (e) immediately before and after the Loan is extended, Drawdown Notice specifies that no Event of Default shall have or potential Event of Default has occurred and be and/or is in existence or continuing; (fiv) the representations and warranties Drawdown Notice is given at least 3 Business Days prior to the proposed date of utilisation: (v) the Borrower, of RSL COM and of RSL USA contained amount proposed to be borrowed in a particular currency (as set out in the Drawdown Notice) when aggregated with the outstanding principal amount(s) borrowed by the Borrower under this Agreement shall be true and correct in all material respects on and as of that currency does not exceed the date of the LoanRelevant Currency Amount; (gvi) since March 31, 2000, no Material Adverse Change shall have occurredthe Drawdown Notice sets out the detail(s) of the bank account(s) into which the proceeds of the Facility are to be remitted; (hvii) RSL COM, RSL USA, the Borrower and the Lender shall all Conditions Precedent have received all consents and approvals, and shall have made all filings and notices, required in connection with the transactions contemplated hereby; (i) no order of any court or governmental agency enjoining any of the transactions contemplated hereby may be in effect, and no action, suit, proceeding or investigation seeking any such order or substantial damages in connection with the transactions contemplated hereby, or that could reasonably be expected to have a Material Adverse Effect, may be pending or threatened; (j) RSL COM shall have delivered a duly executed Warrant to the Lender permitting the Lender to purchase Class A Common Shares in accordance with this Loan Agreement; (k) the Borrower shall have paid all fees and expenses due to the Lenders pursuant to the Loan Documentsbeen satisfied; and (lviii) the Lender shall Additional Conditions (if any) have received a certificate signed been complied with; and (ix) the Security has been validly created in form and substance acceptable to the Bank. 3.3 If the Drawdown Notice is duly completed, the Bank may at its sole and absolute discretion disburse to the Borrower the amount set out in the Drawdown Notice in the currency set out in the Drawdown Notice and on the terms set out therein unless otherwise communicated by the chief executive officer of the Borrower, dated the date of any drawing of any Loan, to the effect set forth in clauses (c), (d), (e) and (f) of this Section 3.2 (and, with respect to (c), such certificate shall set forth the calculation or exception upon which the Borrower is relying to draw-down the Loan)Bank.