Common use of Conditions Precedent to Drawdown Clause in Contracts

Conditions Precedent to Drawdown. Each of the Lenders’ obligation to provide Advances will be subject to the following conditions precedent being met: (a) a certificate of status, dated on or no more than three Banking Days prior to the date on which any Advance is to be granted; (b) an irrevocable direction to pay with respect to the Advance; (c) the Borrower will execute and deliver to the Lenders a security agreement in favour of the Lenders, in a form acceptable to the Lenders, acting reasonably, pursuant to which the Borrower will grant to and in favour of the Lenders a first priority security interest over all or after-acquired Government Receivables, (the “Security”); (d) the appropriate Notice of Borrowing will have been delivered in accordance with the notice provisions provided in Section 5.2; (e) no Event of Default will have occurred and be continuing; and (f) subject to Section 9.2, each of the representations and warranties set out in Article 9 (except those representations and warranties made as of a specific date) will be true and correct with the same effect as if such representations and warranties had been made on the date of such Advance.

Conditions Precedent to Drawdown. Each of the The Lenders’ ' obligation to provide Advances (other than Advances in respect of Conversion of Accommodations into Canadian Prime Rate Loans or U.S. Base Rate Loans, as applicable) will be subject to the following conditions precedent being met: (a) a certificate of status, dated on or no more than three Banking Days prior to the date on which any Advance is to be grantedthis Agreement shall have become effective in accordance with Section 2.1; (b) an irrevocable direction to pay with respect to except in the Advance; (c) the Borrower will execute and deliver to the Lenders a security agreement in favour case of the Lendersoverdraft loans, in a form acceptable to the Lenders, acting reasonably, pursuant to which the Borrower will grant to and in favour of the Lenders a first priority security interest over all or after-acquired Government Receivables, (the “Security”); (d) the appropriate Notice of Borrowing Borrowing, Notice of Rollover or Notice of Conversion will have been delivered in accordance with the notice provisions provided in Section 5.2; (ec) no Default or Event of Default will shall have occurred and be continuing; andcontinuing or would be expected to result therefrom; (fd) subject to Section 9.213.2, each of the representations and warranties set out in Article 9 13 (except those representations and warranties made as of a specific date) will be true and correct with in all material respects as of the same effect as if such date of the requested Advance (other than those representations and warranties had already subject to a materiality threshold (such as Material Adverse Effect), which shall be true and correct in all respects); (e) the notice with respect to a Hostile Acquisition, if required to be given pursuant to Section 6.2 will have been made on provided by the date Borrower and the other provisions of such Section 6.2, if applicable, will have been complied with; and (f) a Borrowing Base Shortfall shall not exist and, after giving effect to the proposed Advance, the Aggregate Principal Amount under all Credit Facilities shall not exceed the Borrowing Base then in effect.

Conditions Precedent to Drawdown. Each of the The Lenders’ obligation to provide Advances will be subject to the following conditions precedent being met: (a) a certificate of statuson the initial Advance hereunder, dated on the Borrower will have complied, or no more than three Banking Days prior to the date on which any Advance is caused to be grantedcomplied, with the deliveries required under Section 2.1; (b) except in the case of an irrevocable direction to pay with respect to overdraft borrowing under the Advance; (c) the Borrower will execute and deliver to the Lenders a security agreement in favour of the LendersOperating Facility, in a form acceptable to the Lenders, acting reasonably, pursuant to which the Borrower will grant to and in favour of the Lenders a first priority security interest over all or after-acquired Government Receivables, (the “Security”); (d) the appropriate Notice of Borrowing Borrowing, Notice of Rollover or Notice of Conversion will have been delivered in accordance with the notice provisions provided in Section 5.2; (ec) no Default or Event of Default will have occurred and be continuing; and; (fd) subject to Section 9.212.2, each of the representations and warranties set out in Article 9 (except those representations and warranties made as of a specific date) 12 will be true and correct with the same effect as if such representations and warranties had been made on the date of such Advance (other than with respect to Rollovers and Conversions); (e) in the case of any Advances by way of a Drawdown, no Borrowing Base Shortfall will have occurred and be continuing; (f) the notice with respect to a Hostile Acquisition, if required to be given pursuant to Section 6.2, will have been provided by the Borrower and the other provisions of Section 6.2, if applicable, will have been complied with; and (g) other than in the case of an Advance of a Letter of Credit, after giving effect to such Advance and the application of the proceeds thereof (which application, for greater certainty, may not be contemporaneous with making of such Advance, but will occur within a reasonable period of time following the making of such Advance and in any event no longer than 3 Business Days after the making of the applicable Advance), the Borrower would not have any Excess Cash.