Common use of Conditions for Subsequent Drawdowns Clause in Contracts

Conditions for Subsequent Drawdowns. On or before each Drawdown hereunder subsequent to the first Drawdown the following conditions shall be satisfied by the Borrower: (a) no Combination Agreement Termination shall have occurred; (b) the Lender shall have received a proper and timely Drawdown Notice from the Borrower; (c) the representations and warranties set forth in Section 8.01 shall be true and accurate in all material respects on and as of the Drawdown Date for the Drawdown as though made on and as of such Drawdown Date (other than any representation or warranty that, by its terms, refers to a date other than such Drawdown Date); (d) no event shall have occurred which would constitute an Event of Default or which would constitute an Event of Default with the giving of notice or lapse of time or both nor shall the Drawdown (after giving effect to the application of the Advance thereunder) result in the occurrence of any such event; and (e) after giving effect to the Drawdown, the aggregate of all Loans shall not exceed the maximum principal amount of the Credit Facility.

Conditions for Subsequent Drawdowns. On or before each Drawdown hereunder subsequent to the first Drawdown the The following conditions shall be satisfied by the BorrowerBorrower requesting an Advance at or prior to the time of each Drawdown of an Advance under the Facility (other than a deemed Drawdown pursuant to the provisions of Section 3.4 or 4.5) subsequent to the first Drawdown after the date hereof: (a) no Combination Agreement Termination a Borrower shall have occurredgiven to the Administrative Agent a Drawdown Notice in accordance with the provisions of Section 2.3; (b) the Lender shall have received a proper and timely Drawdown Notice from the Borrower; (c) the representations and warranties set forth in Section 8.01 8.1 shall be be, MUTATIS MUTANDIS, true and accurate correct in all material respects on and as of the Drawdown Date for the Drawdown as though made on Date, both before and as of such Drawdown Date (other than any representation or warranty that, by its terms, refers to a date other than such Drawdown Date); (d) no event shall have occurred which would constitute an Event of Default or which would constitute an Event of Default with the giving of notice or lapse of time or both nor shall the Drawdown (after giving effect to the Drawdown of such Advance and to the application of proceeds therefrom on the Advance thereunderDrawdown Date; (c) result in the occurrence no Default or Event of Default shall have occurred and be continuing, nor shall any such eventevent occur as a result of making the Advances or the application of proceeds therefrom on the Drawdown Date; and (ed) after giving effect if the Borrower requesting the Advance is a Restricted Subsidiary that has become a Designated Subsidiary, the Guarantee required by Section 9.1(m) to have been delivered by that Designated Subsidiary shall have been delivered to the Drawdown, Administrative Agent notwithstanding that the aggregate of all Loans shall 45 day period referred to therein may not exceed the maximum principal amount of the Credit Facility.have expired. -63-

Conditions for Subsequent Drawdowns. On or before each Drawdown hereunder subsequent to the first Drawdown the The following conditions shall be satisfied by the BorrowerBorrower requesting an Advance at or prior to the time of each Drawdown of an Advance under the Facility (other than a deemed Drawdown pursuant to the provisions of Section 3.4 or 4.5) subsequent to the first Drawdown after the date hereof: (a) no Combination Agreement Termination a Borrower shall have occurredgiven to the Relevant Facility Agent a Drawdown Notice in accordance with the provisions of Section 2.3; (b) the Lender shall have received a proper and timely Drawdown Notice from the Borrower; (c) the representations and warranties set forth in Section 8.01 8.1 shall be be, MUTATIS MUTANDIS, true and accurate correct in all material respects on and as of the Drawdown Date for the Drawdown as though made on Date, both before and as of such Drawdown Date (other than any representation or warranty that, by its terms, refers to a date other than such Drawdown Date); (d) no event shall have occurred which would constitute an Event of Default or which would constitute an Event of Default with the giving of notice or lapse of time or both nor shall the Drawdown (after giving effect to the Drawdown of such Advance and to the application of proceeds therefrom, by reference to the Advance thereunderfacts and circumstances then existing; (c) result in the occurrence no Default or Event of Default shall have occurred and be continuing, nor shall any such eventevent occur as a result of making the Advances or the application of proceeds therefrom on the Drawdown Date; and (ed) after giving effect if the Borrower requesting the Advance is a Material Restricted Subsidiary that has become a Designated Subsidiary, the Guarantee required by Section 9.1(m) to have been delivered by that Designated Subsidiary shall have been delivered to the Drawdown, Administrative Agent notwithstanding that the aggregate of all Loans shall 45 day period referred to therein may not exceed the maximum principal amount of the Credit Facilityhave expired.

Conditions for Subsequent Drawdowns. On or before each Drawdown hereunder subsequent to the first Drawdown the The following conditions shall be satisfied by the BorrowerBorrower requesting an Advance at or prior to the time of each Drawdown of an Advance under the Facility (other than a deemed Drawdown pursuant to the provisions of Section 3.4 or 4.5) subsequent to the first Drawdown after the date hereof: (a) no Combination Agreement Termination a Borrower shall have occurredgiven to the Administrative Agent a Drawdown Notice in accordance with the provisions of Section 2.3; (b) the Lender shall have received a proper and timely Drawdown Notice from the Borrower; (c) the representations and warranties set forth in Section 8.01 8.1 shall be be, mutatis mutandis, true and accurate correct in all material respects on and as of the Drawdown Date for the Drawdown as though made on Date, both before and as of such Drawdown Date (other than any representation or warranty that, by its terms, refers to a date other than such Drawdown Date); (d) no event shall have occurred which would constitute an Event of Default or which would constitute an Event of Default with the giving of notice or lapse of time or both nor shall the Drawdown (after giving effect to the Drawdown of such Advance and to the application of proceeds therefrom on the Advance thereunderDrawdown Date; (c) result in the occurrence no Default or Event of Default shall have occurred and be continuing, nor shall any such eventevent occur as a result of making the Advances or the application of proceeds therefrom on the Drawdown Date; and (ed) after giving effect if the Borrower requesting the Advance is a Restricted Subsidiary that has become a Designated Subsidiary, the Guarantee required by Section 9.1(m) to have been delivered by that Designated Subsidiary shall have been delivered to the Drawdown, Administrative Agent notwithstanding that the aggregate of all Loans shall 45 day period referred to therein may not exceed the maximum principal amount of the Credit Facilityhave expired.

Conditions for Subsequent Drawdowns. On or before each Drawdown hereunder subsequent to the first Drawdown the The following conditions shall be satisfied by the BorrowerBorrower requesting an Advance at or prior to the time of each Drawdown of an Advance under the Facility (other than a deemed Drawdown pursuant to the provisions of Section 3.4 or 4.5) subsequent to the first Drawdown after the date hereof: (a) no Combination Agreement Termination a Borrower shall have occurredgiven to the Relevant Facility Agent a Drawdown Notice in accordance with the provisions of Section 2.3; (b) the Lender shall have received a proper and timely Drawdown Notice from the Borrower; (c) the representations and warranties set forth in Section 8.01 8.1 shall be be, mutatis mutandis, true and accurate correct in all material respects on and as of the Drawdown Date for the Drawdown as though made on Date, both before and as of such Drawdown Date (other than any representation or warranty that, by its terms, refers to a date other than such Drawdown Date); (d) no event shall have occurred which would constitute an Event of Default or which would constitute an Event of Default with the giving of notice or lapse of time or both nor shall the Drawdown (after giving effect to the Drawdown of such Advance and to the application of proceeds therefrom, by reference to the Advance thereunderfacts and circumstances then existing; (c) result in the occurrence no Default or Event of Default shall have occurred and be continuing, nor shall any such eventevent occur as a result of making the Advances or the application of proceeds therefrom on the Drawdown Date; and (ed) after giving effect if the Borrower requesting the Advance is a Material Restricted Subsidiary that has become a Designated Subsidiary, the Guarantee required by Section 9.1(m) to have been delivered by that Designated Subsidiary shall have been delivered to the Drawdown, Administrative Agent notwithstanding that the aggregate of all Loans shall 45 day period referred to therein may not exceed the maximum principal amount of the Credit Facilityhave expired.

Conditions for Subsequent Drawdowns. On or before each Drawdown hereunder subsequent to the first Drawdown the The following conditions shall be satisfied by the BorrowerBorrower at or prior to the time of each Drawdown of an Advance under the Facilities subsequent to the Closing Date: (a) no Combination Agreement Termination shall have occurred; (b) the Lender shall have received a proper and timely Drawdown Notice from the Borrower; (c) the representations and warranties set forth in Section 8.01 7.1 shall be deemed to have been given on the Drawdown Date and shall be, mutatis mutandis, true and accurate correct in all material respects on and as of the Drawdown Date for the Drawdown as though made on Date, both before and as of such Drawdown Date (other than any representation or warranty that, by its terms, refers to a date other than such Drawdown Date); (d) no event shall have occurred which would constitute an Event of Default or which would constitute an Event of Default with the giving of notice or lapse of time or both nor shall the Drawdown (after giving effect to the Drawdown of such Advance and to the application of proceeds therefrom, by reference to the Advance thereunderfacts and circumstances then existing and assuming that each of such representations and warranties and the Schedules referred to therein had been amended to reflect any notices provided by the Borrower to the Lender (and consented to in writing by the Lender) result in respect of the occurrence matters dealt with therein and, with respect to the representation set forth in Section 7.1(g), the reference to the financial statements of any the Borrower as at December 30, 2003 shall be deemed to be a reference to the financial statements of the Borrower most recently delivered pursuant to Section 8.1(a) and, with respect to unaudited financial statements, that such eventstatements fairly present the financial condition of the Borrower and its Subsidiaries as at such date and the results of their operations for the financial period then ended, in accordance with GAAP consistently applied, subject to normal year end audit adjustments; and (eb) after giving effect to no Default or Event of Default shall have occurred and be continuing, nor shall any such event occur as a result of making the Drawdown, Advances or the aggregate application of all Loans shall not exceed the maximum principal amount of the Credit Facilityproceeds therefrom.