Withdrawals from the Cash Collateral Account. Subject to the following sentence, on any day prior to the Expiration Date (or the Maturity Date), as long as no Default or Event of Default has occurred and is continuing (or would result therefrom), the Borrower may on such day request that the Lender withdraw, and the Lender shall withdraw, from the Cash Collateral Account and deliver to the Borrower all or a portion of the amount on deposit in the Cash Collateral Account, but only to the extent that, after giving effect to any such withdrawal and delivery (and any other transactions occurring hereunder on such day), the aggregate principal balance of the Loan would not exceed the Borrowing Base. As a condition to any withdrawal from the Cash Collateral Account, the Borrower shall, on the proposed date of such withdrawal, deliver to the Lender the applicable Borrowing Base Report (as of the close of business on the immediately preceding Business Day) which demonstrates that, after giving effect to such withdrawal (and any other transactions occurring hereunder on such day), the aggregate principal balance of the Loan would not exceed the Borrowing Base.
Withdrawals from the Cash Collateral Account. (a) Prior to the Offer Guarantee Discharge Date, any balance standing to the credit of the Cash Collateral Account shall only be applied in or towards Table of Contents the making of any Offer Payment on behalf of the Borrower or Bidco as provided herein and/or in payment of any Indemnity Payment.
Withdrawals from the Cash Collateral Account. Amounts in the Cash Collateral Account shall be disbursed as directed by the Borrower (which disbursements shall be described in a certificate executed and delivered by a Responsible Officer of the Borrower to the Administrative Agent and the Collateral Agent at the time of such disbursement detailing the amounts and Persons paid in accordance with the following clauses (i) through (ix) (such certificate, a “Collateral Account Withdrawal Certificate”)), to the extent available at the following times and in the following order of priority (with no payment referred to in each clause below being made until all amounts referred to in the clauses preceding it have been made) or, upon the occurrence and during the continuance of a Default or an Event of Default, by the Administrative Agent or the Collateral Agent against the Obligations of the Borrower that are then due and payable to the Agents, the Lenders and the other Secured Parties, in the order set forth in clauses (ii) through (vi) below (with no payment referred to in each such clause below being made until all amounts referred to in such clauses preceding it have been made), followed by the payment of all other Obligations of the Borrower that are then due and payable to the Agents, the Lenders and the other Secured Parties on a ratable basis:
Withdrawals from the Cash Collateral Account. Termination of Ramsay ------------------------------------------------------------------- Guarantee and Credit Agreement. ------------------------------
