Common use of Conditions of Disbursement Clause in Contracts

Conditions of Disbursement. The obligation of IFC to make the Disbursement is subject to the fulfillment prior to or concurrently with the making of the Disbursement of the following conditions: (a) the Transaction Documents, each in form and substance satisfactory to IFC, have been entered into by all parties to them and have become (or, as the case may be, remain) unconditional and fully effective in accordance with their respective terms (except for this Agreement having become unconditional and fully effective, if that is a condition of any of those agreements), and IFC has received a copy of each of those agreements to which it is not a party: (b) the Reference Bond has been issued and is outstanding; (c) [not used]; (d) the Borrowers have delivered to IFC copies of all Authorizations listed in Section (2) of Annex A and such other Authorizations that are or become necessary for the Loan and the execution of, and performance under, this Agreement and each Transaction Document; and all those Authorizations are in full force and effect; (e) IFC has received a legal opinion, in form and substance satisfactory to it, of counsel acceptable to IFC, covering such matters relating to the transactions contemplated in the Transaction Documents as IFC may reasonably request; (f) the Borrowers’ organizational documents are in form and substance satisfactory to IFC; (g) arrangements are in place for the prepayment of the Borrowers’ existing debt from HSBC in form and substance satisfactory to IFC; (h) IFC has received from each of the Borrowers: (i) a certificate of incumbency and authority in the form attached as Schedule 3; and (ii) a copy of a letter in the form attached as Schedule 4, authorizing its Auditors to communicate directly with IFC and provide any information regarding the financial condition of the Borrower as IFC may from time to time request; (i) IFC has received the request for Disbursement substantially in the form attached hereto in Schedule 1, and the Borrowers’ certifications set out in paragraph 3 of Schedule 1 are true and accurate; (j) each of the Borrowers has delivered to IFC evidence, substantially in the form of Schedule 7, of appointment of an agent for service of process in New York, New York; (k) the Borrower and IFC have agreed on the form of the Annual Monitoring Report; (l) no Event of Default and no Potential Event of Default has occurred and is continuing; (m) the proceeds of the Disbursement are, at the date of the relevant request, needed by the Borrowers for the purpose of the Project, or will be needed for that purpose within three (3) months of that date; (n) since the date of this Agreement nothing has occurred which has or can reasonably be expected to have a Material Adverse Effect; (o) since December 31, 2004 the Borrowers have not incurred any material loss or liability (except such liabilities as may be incurred in accordance with Section 6.02 (Negative Covenants)); (p) the representations and warranties made in Article IV are true and correct in all material respects on and as of the date of that Disbursement with the same effect as if those representations and warranties had been made on and as of the date of that Disbursement (but in the case of Section 4.01(c) (Representations and Warranties), without the words in parentheses); (q) the proceeds of that Disbursement are not in reimbursement of, or to be used for, expenditures in the territories of any country which is not a member of the World Bank or for goods produced in or services supplied from any such country; (r) after giving effect to that Disbursement, neither of the Borrowers would be in violation of: (i) its Articles of Association; (ii) any provision contained in any document to which it is a party (including this Agreement) or by which the Borrower is bound; or (iii) any law, rule, regulation, Authorization or agreement or other document binding on the Borrower directly or indirectly limiting or otherwise restricting the Borrower’s borrowing power or authority or its ability to borrow; and (s) if IFC so requires, IFC has received the reimbursement of all invoiced fees and expenses of IFC’s counsel as provided in Section 3.13 (b) (i) (Other Fees and Expenses) or confirmation that those fees and expenses have been paid directly to that counsel; (t) IFC has received copies of insurance policies covering business interruption and a certification of the Borrowers’ insurers or insurance agents confirming that those policies are in full force and effect and all premiums then due and payable under those policies have been paid; and

Conditions of Disbursement. The obligation of (a) IFC is not obligated to make the first Disbursement is subject to the fulfillment prior to or concurrently with the making of the Disbursement of unless and until the following conditionsconditions have all been met: (ai) the all Transaction Documents, each in form and substance satisfactory to IFC, have been entered into by all parties to them and have become (or, as the case may be, remain) unconditional and fully effective in accordance with their respective terms (except for this Agreement having become unconditional and fully effective, if that is a condition of any of those agreements)terms, and IFC has received a copy of each of those agreements to which it is not a party: (b) the Reference Bond has been issued and is outstanding; (c) [not used]; (dii) the Borrowers have delivered Borrower has obtained, and provided to IFC copies of all Authorizations listed in Section (2) of Annex A C, and such other Authorizations not listed in these Sections that are or may become necessary for the Loan and Loan, its Operations, the execution of, and performance under, this Agreement and each Transaction DocumentDocument and the remittance to IFC of all monies payable with respect to the Transaction Documents; and all those Authorizations are in full force and effect; (eiii) IFC has received a legal opinionopinions, each in form and substance satisfactory to it, of from the Borrower’s and Guarantor’s counsel in the U.S., IFC’s counsel in the Philippines, counsel in the Cayman Islands acceptable to IFC and, if requested by IFC, Borrower’s counsel in the Philippines and IFC’s counsel in the U.S., covering such matters relating to the transactions contemplated in by the Transaction Documents as IFC may reasonably request; (fiv) the Borrowers’ Borrower’s and each other Loan Party’s organizational documents are in form and substance satisfactory to IFC; (gv) arrangements are in place for IFC has received the prepayment fees which Section 2.07 (Fees) requires to be paid before the date of the Borrowers’ existing debt from HSBC in form first Disbursement and substance satisfactory to all other amounts then due under this Agreement including but not limited to, reimbursement of all invoiced fees and expenses of IFC’s counsel, if IFC so requires; (hvi) IFC has received from the Borrower, and only with respect to clause (A) below, from each of the Borrowers: other Loan Party, (iA) a certificate Certificate of incumbency Incumbency and authority in the form attached as Schedule 3Authority; and (iiB) a copy of a letter in the form attached as Schedule 4, authorizing its Auditors auditors to communicate directly with IFC and provide any information regarding the financial condition of the Borrower as IFC may from time to time request; (ivii) IFC has received the request for Disbursement substantially in the form attached hereto in Schedule 1, and the Borrowers’ certifications set out in paragraph 3 of Schedule 1 are true and accurate; (j) each of the Borrowers Borrower has delivered to IFC evidence, substantially in the form of Schedule 7satisfactory to IFC, of the appointment of an agent for service of process for the Borrower and the Guarantor, each in New York, New Yorkthe form of Schedule 6; (kviii) the Borrower Security has been duly created, perfected and IFC have agreed on registered or delivered, as the form of the Annual Monitoring Reportcase may be; (l) no Event of Default and no Potential Event of Default has occurred and is continuing; (m) the proceeds of the Disbursement are, at the date of the relevant request, needed by the Borrowers for the purpose of the Project, or will be needed for that purpose within three (3) months of that date; (n) since the date of this Agreement nothing has occurred which has or can reasonably be expected to have a Material Adverse Effect; (o) since December 31, 2004 the Borrowers have not incurred any material loss or liability (except such liabilities as may be incurred in accordance with Section 6.02 (Negative Covenants)); (p) the representations and warranties made in Article IV are true and correct in all material respects on and as of the date of that Disbursement with the same effect as if those representations and warranties had been made on and as of the date of that Disbursement (but in the case of Section 4.01(c) (Representations and Warranties), without the words in parentheses); (q) the proceeds of that Disbursement are not in reimbursement of, or to be used for, expenditures in the territories of any country which is not a member of the World Bank or for goods produced in or services supplied from any such country; (r) after giving effect to that Disbursement, neither of the Borrowers would be in violation of: (i) its Articles of Association; (ii) any provision contained in any document to which it is a party (including this Agreement) or by which the Borrower is bound; or (iii) any law, rule, regulation, Authorization or agreement or other document binding on the Borrower directly or indirectly limiting or otherwise restricting the Borrower’s borrowing power or authority or its ability to borrow; and (s) if IFC so requires, IFC has received the reimbursement of all invoiced fees and expenses of IFC’s counsel as provided in Section 3.13 (b) (i) (Other Fees and Expenses) or confirmation that those fees and expenses have been paid directly to that counsel; (tix) IFC has received copies of all insurance policies covering business interruption required to be obtained pursuant to Section 4.01 (m) (Affirmative Covenants) and Annex D, and a certification of the Borrowers’ Borrower’s insurers or insurance agents confirming that those such policies are in full force and effect and all premiums then due and payable under those policies have been paid; (x) the Borrower and the Guarantor have agreed and documented the conversion of the Borrower’s outstanding inter-company accounts payables to the Guarantor into the Subordinated Promissory Note, on terms and conditions satisfactory to IFC; (A) the Borrower has delivered to IFC the S&EA and the Action Plan, each in form and substance acceptable to IFC, and (B) the Borrower and IFC have agreed on the form of Annual Monitoring Report; (xii) the Borrower has initiated a review of the (A) solid and hazardous materials and waste management practices (including training, handling, storage and emergency procedures) at its Operations, and (B) workplace air quality against relevant standards such as those established by the Occupational Safety and Health Act of 1970 (as amended) of the United States of America for exposure to industrial chemicals and vapor, by a qualified professional acceptable to IFC; (xiii) the Borrower has retained a consultant acceptable to IFC who has either established alternate discharge standards or confirmed the applicability of existing regulatory standards for (A) emissions to air and (B) discharge to surface water, based on assimilative capacity of ambient environment, with the terms of reference for the scope of work to be established in consultation with IFC; (xiv) IFC has received the audited 2009 financial statements for each of the Borrower and the Guarantor (or, if more recent financial statements of the Borrower or the Guarantor are available, such more recent financial statements), in each case, restated (if so required) following completion by the Guarantor of its investigation into its accounting entries and financial statements, which shall be in form and substance satisfactory to IFC; (xv) the Borrower has implemented accounting, management information and cost control systems in a manner satisfactory to IFC, and as required by and consistent with the Securities Laws; (xvi) the Borrower has established the Debt Service Reserve Account and provided IFC evidence satisfactory to IFC that the amount on deposit in the Debt Service Reserve Account is not less than the aggregate principal and interest due or expected to become due to IFC under this Agreement during the 6-month period commencing on the date of such Disbursement; (xvii) the Borrower has delivered to IFC a copy of a completed environmental and social impact assessment for its Operations, as approved by all relevant Authorities; (xviii) IFC has received a legal opinion from legal counsel acceptable to IFC and in form and substance satisfactory to IFC, with respect to the Debt Service Reserve Account Agreement; and (xix) IFC has received a duly executed amendment extending the term of that certain lease agreement between SPML Land, as lessor, and SPML, as lessee, in respect of the land and building located in Sta. ▇▇▇▇▇▇▇▇▇, Sto. ▇▇▇▇▇, Batangas, Philippines.

Conditions of Disbursement. The obligation of IFC to make the Disbursement is subject to the fulfillment prior to or concurrently with the making of the Disbursement of the following conditions: (a) the Transaction Documents, each in form and substance satisfactory to IFC, have been entered into by all parties to them and have become (or, as the case may be, remain) unconditional and fully effective in accordance with their respective terms (except for this Agreement having become unconditional and fully effective, if that is a condition of any of those agreements), and IFC has received a copy of each of those agreements to which it is not a party: (b) the Reference Bond has been issued and is outstanding; (c) [not used]; (d) the Borrowers have delivered to IFC copies of all Authorizations listed in Section (2) of Annex A and such other Authorizations that are or become necessary for the Loan and the execution of, and performance under, this Agreement and each Transaction Document; and all those Authorizations are in full force and effect; (e) IFC has received a legal opinion, in form and substance satisfactory to it, of counsel acceptable to IFC, covering such matters relating to the transactions contemplated in the Transaction Documents as IFC may reasonably request; (f) the Borrowers’ organizational documents are in form and substance satisfactory to IFC; (g) arrangements are in place for the prepayment of the Borrowers’ existing debt from HSBC in form and substance satisfactory to IFC; ; (h) IFC has received from each of the Borrowers: (i) a certificate of incumbency and authority in the form attached as Schedule 3; and (ii) a copy of a letter in the form attached as Schedule 4, authorizing its Auditors to communicate directly with IFC and provide any information regarding the financial condition of the Borrower as IFC may from time to time request; (i) IFC has received the request for Disbursement substantially in the form attached hereto in Schedule 1, and the Borrowers’ certifications set out in paragraph 3 of Schedule 1 are true and accurate; (j) each of the Borrowers has delivered to IFC evidence, substantially in the form of Schedule 75, of appointment of an agent for service of process in New York, New York; (k) the Borrower and IFC have agreed on the form of the Annual Monitoring Report; (l) no Event of Default and no Potential Event of Default has occurred and is continuing; (m) the proceeds of the Disbursement are, at the date of the relevant request, needed by the Borrowers for the purpose of the Project, or will be needed for that purpose within three (3) months of that date; (n) since the date of this Agreement nothing has occurred which has or can reasonably be expected to have a Material Adverse Effect; (o) since December 31, 2004 the Borrowers have not incurred any material loss or liability (except such liabilities as may be incurred in accordance with Section 6.02 (Negative Covenants)); (p) the representations and warranties made in Article IV are true and correct in all material respects on and as of the date of that Disbursement with the same effect as if those representations and warranties had been made on and as of the date of that Disbursement (but in the case of Section 4.01(c) (Representations and Warranties), without the words in parentheses); (q) the proceeds of that Disbursement are not in reimbursement of, or to be used for, expenditures in the territories of any country which is not a member of the World Bank or for goods produced in or services supplied from any such country; (r) after giving effect to that Disbursement, neither of the Borrowers would be in violation of: (i) its Articles of Association; (ii) any provision contained in any document to which it is a party (including this Agreement) or by which the Borrower is bound; or (iii) any law, rule, regulation, Authorization or agreement or other document binding on the Borrower directly or indirectly limiting or otherwise restricting the Borrower’s borrowing power or authority or its ability to borrow; and (s) if IFC so requires, IFC has received the reimbursement of all invoiced fees and expenses of IFC’s counsel as provided in Section 3.13 (b) (i) (Other Fees and Expenses) or confirmation that those fees and expenses have been paid directly to that counsel; (t) IFC has received copies of insurance policies covering business interruption and a certification of the Borrowers’ insurers or insurance agents confirming that those policies are in full force and effect and all premiums then due and payable under those policies have been paid; and