Common use of Drawdown Conditions Clause in Contracts

Drawdown Conditions. Save as otherwise provided herein, the Advance will be made by the Initial Bank to the Borrower on the request of the Borrower if: (i) not more than ten nor less than two business days before the proposed date for the making of the Advance the Agent has received from the Borrower a Notice of Drawdown therefor, receipt of which shall oblige the Borrower to borrow the amount therein requested on the date therein stated upon the terms and subject to the conditions contained herein; (ii) the amount stated in the Notice of Drawdown shall not be more than the lesser of the amount of the Facility Amount and 70% of the purchase price of Vessel as set out in the Memorandum of Agreement; (iii) the Drawdown Date is a business day which is or precedes the Termination Date; (iv) on or before the Drawdown Date the Agent has received from the Borrower each of the documents specified in Part 2 of the First Schedule and found the same to be satisfactory to it in both form and substance; (v) the interest rate applicable to the Advance during its first Interest Period does not fall to be determined pursuant to the proviso to Clause 7.2 (DURATION OF INTEREST PERIODS); and (vi) (a) no event has occurred which is or may become (with the passage of time, the giving of notice, the making of any determination hereunder or any combination thereof) an Event of Default; and

Drawdown Conditions. Save as otherwise provided herein, the Advance will be made by the Initial Bank to and paid into the Borrower Deposit Account , on the request of the Borrower if: (i) not more than ten nor less than two business days before the proposed date for the making of the Advance the Agent has received from the Borrower a Notice of Drawdown therefor, receipt of which shall oblige the Borrower to borrow the amount therein requested on the date therein stated upon the terms and subject to the conditions contained herein; (ii) the amount stated in the Notice of Drawdown shall not be more than the lesser of the amount of the Facility Amount and 7067% of the purchase price of Vessel as set out in the Memorandum of Agreement; (iii) the Drawdown Date is a business day which is or precedes the Termination Date; (iv) on or before the Drawdown Date the Agent has received from the Borrower each of the documents specified in Part 2 of the First Schedule and found the same to be satisfactory to it in both form and substance; (v) the interest rate applicable to the Advance during its first Interest Period does not fall to be determined pursuant to the proviso to Clause 7.2 (DURATION OF INTEREST PERIODS); and (vi) (a) no event has occurred which is or may become (with the passage of time, the giving of notice, the making of any determination hereunder or any combination thereof) an Event of Default; and (b) the representations set out in Clause 12 (REPRESENTATIONS) are true on and as of the proposed date for the making of such Advance or the Agent agrees (notwithstanding any matter mentioned at (a) or (b) above) that the Advance should be made and paid into the Borrower Deposit Account .

Drawdown Conditions. Save as otherwise provided hereinIf a Borrower requests an Advance in accordance with the preceding provisions of this Clause 4 and, the Advance will be made by the Initial Bank to the Borrower on the request of the Borrower if: (i) not more than ten nor less than two business days before the proposed date for the making of such Advance: (a) neither of the Advance events mentioned in paragraphs (a) and (b) of Clause 6.1 (MARKET DISRUPTION) shall have occurred (unless the Agent has received from the Borrower a Notice of Drawdown therefor, receipt of circumstances which shall oblige the Borrower gave rise to borrow the amount therein requested on the date therein stated upon the terms and subject to the conditions contained hereinsuch event or events are no longer continuing); (iib) the amount stated in Original Dollar Amount of such Advance does not exceed the Notice Available Facility; (c) there would not, immediately after the making of Drawdown shall not such Advance, be more than the lesser of the amount of the Facility Amount and 70% of the purchase price of Vessel as set out in the Memorandum of Agreementten Advances outstanding; (iiid) (save in the Drawdown Date is case of a business day Rollover Advance) no Event of Default or Potential Event of Default has occurred which is or precedes has not been remedied and the Termination Date;representations repeated pursuant to Clause 12.2 are true on and as of the proposed date for the making of such Advance; and (ive) (in the case of any Advance to be drawn down on or before the Drawdown Date date on which the Agent has received from Tendered Shares satisfying the Borrower each Minimum Condition are paid for) the board of directors of the documents specified in Part 2 Target shall not have withdrawn its approval or recommendation of the First Schedule and found Tender Offer, the same to Merger Document or the Merger or shall have recommended or approved an alternative Acquisition Proposal made by a person other than the Parent or another member of the VNU Group then, save as otherwise provided herein, such Advance will be satisfactory to it made in both form and substance; (v) the interest rate applicable to the Advance during its first Interest Period does not fall to be determined pursuant to the proviso to Clause 7.2 (DURATION OF INTEREST PERIODS); and (vi) (a) no event has occurred which is or may become (accordance with the passage provisions hereof PROVIDED THAT no Advance shall be made hereunder for the purpose of time, the giving of notice, the making refinancing any Indebtedness of any determination hereunder member of the VNU Group or any combination thereof) an Event of Default; andthe Target Group until the Purchaser shall have accepted for payment, paid for and acquired Tendered Shares satisfying the Minimum Condition.

Drawdown Conditions. Save as otherwise provided herein, the Advance will be made by the Initial Bank to the Borrower on the request of the Borrower if: (i) not more than ten nor less than two business days before the proposed date for the making of the Advance the Agent has received from the Borrower a Notice of Drawdown therefor, receipt of which shall oblige the Borrower to borrow the amount therein requested on the date therein stated upon the terms and subject to the conditions contained herein; (ii) the amount stated in the Notice of Drawdown shall not be more than the lesser of the amount of the Facility Amount and 70% of the purchase price of Vessel as set out in the Memorandum of AgreementAmount; (iii) the aggregate sum of the amount stated in the Notice of Drawdown and the amount drawn down or to be drawn down under the Senior Facility Agreement shall not exceed 75% of the Fair Market Value of the Vessel as determined in accordance to Clause 14.1 (FAIR MARKET VALUE OF VESSEL); (iv) the Drawdown Date is a business day which is or precedes the Termination Date; (ivv) on or before the Drawdown Date the Agent has received from the Borrower each of the documents specified in Part 2 of the First Schedule and found the same to be satisfactory to it in both form and substance; (vvi) the interest rate applicable to the Advance during its first Interest Period does not fall to be determined pursuant to the proviso to Clause 7.2 (DURATION OF INTEREST PERIODS); and (vivii) (a) no event has occurred which is or may become (with the passage of time, the giving of notice, the making of any determination hereunder or any combination thereof) an Event of Default; and (b) the representations set out in Clause 12 (REPRESENTATIONS) are true on and as of the proposed date for the making of such Advance or the Agent agree (notwithstanding any matter mentioned at (a) or (b) above) that the Advance should be made.

Drawdown Conditions. Save as otherwise provided herein, the an Advance will be made by the Initial Bank to the relevant Borrower on the request of the either Borrower if: (i) not more than ten nor less than two business days before the proposed date for the making of the an Advance the Agent has received from the relevant Borrower a Notice of Drawdown therefor, receipt of which shall oblige the Borrower Borrowers to borrow the amount therein requested on the date therein stated upon the terms and subject to the conditions contained herein; (ii) the amount stated in the Notice of Drawdown shall not be more than the lesser of the amount of the Facility Amount and 709.5% of the purchase price of the Vessel being purchased by such Borrower as set out in the Memorandum of Agreement; (iii) the aggregate sum of the amount stated in the Notice of Drawdown and the amount drawn or to be drawn down under the Senior Facility Agreement shall not exceed 65% of the Fair Market Value of its Vessel as determined in accordance with Clause 14.1 (Fair Market Value of Vessel); (iv) the relevant Drawdown Date is a business day which is or precedes the Termination Date; (ivv) on or before the relevant Drawdown Date the Agent has received from the relevant Borrower with respect to its Vessel each of the documents specified in Part 2 of the First Schedule and found the same to be satisfactory to it in both form and substance; (vvi) the interest rate applicable to the such Advance during its first Interest Period does not fall to be determined pursuant to the proviso to Clause 7.2 (DURATION OF INTEREST PERIODS); and (vivii) (a) no event has occurred which is or may become (with the passage of time, the giving of notice, the making of any determination hereunder or any combination thereof) an Event of Default; and

Drawdown Conditions. Save as otherwise provided herein, the Advance will be made by the Initial Bank Banks to the Borrower on the request of the Borrower if: (i) not more than ten nor less than two business days before the proposed date for the making of the Advance the Agent has received from the Borrower a Notice of Drawdown therefor, receipt of which shall oblige the Borrower to borrow the amount therein requested on the date therein stated upon the terms and subject to the conditions contained herein; (ii) the amount stated in the Notice of Drawdown shall not be more than the lesser of the amount of the Facility Amount and 7068% of the purchase price of Vessel as set out in the Memorandum of Agreement; (iii) the Drawdown Date is a business day which is or precedes the Termination Date; (iv) on or before the Drawdown Date the Agent has received from the Borrower each of the documents specified in Part 2 of the First Schedule and found the same to be satisfactory to it in both form and substance; (v) the interest rate applicable to the Advance during its first Interest Period does not fall to be determined pursuant to the proviso to Clause 7.2 (DURATION OF INTEREST PERIODS); and (vi) (a) no event has occurred which is or may become (with the passage of time, the giving of notice, the making of any determination hereunder or any combination thereof) an Event of Default; and

Drawdown Conditions. Save as otherwise provided herein, the Advance will be made by the Initial Bank to the Borrower on the request of the Borrower if: (i) not more than ten nor less than two business days before the proposed date for the making of the Advance the Agent has received from the Borrower a Notice of Drawdown therefor, receipt of which shall oblige the Borrower to borrow the amount therein requested on the date therein stated upon the terms and subject to the conditions contained herein; (ii) the amount stated in the Notice of Drawdown shall not be more than the lesser of the amount of the Facility Amount and 70% of the purchase price of Vessel as set out in the Memorandum of AgreementAmount; (iii) the aggregate sum of the amount stated in the Notice of Drawdown and the amount drawn down or to be drawn down under the Senior Facility Agreement shall not exceed 75% of the Fair Market Value of the Vessel as determined in accordance to Clause 14.1 (FAIR MARKET VALUE OF VESSEL); (iv) the Drawdown Date is a business day which is or precedes the Termination Date; (ivv) on or before the Drawdown Date the Agent has received from the Borrower each of the documents specified in Part 2 of the First Schedule and found the same to be satisfactory to it in both form and substance; (vvi) the interest rate applicable to the Advance during its first Interest Period does not fall to be determined pursuant to the proviso to Clause 7.2 (DURATION OF INTEREST PERIODS); and (vivii) (a) no event has occurred which is or may become (with the passage of time, the giving of notice, the making of any determination hereunder or any combination thereof) an Event of Default; and

Drawdown Conditions. Save as otherwise provided herein, the Advance will be made by the Initial Bank Banks to the Borrower on the request of the Borrower if: (i) not more than ten nor less than two business days before the proposed date for the making of the Advance the Agent has received from the Borrower a Notice of Drawdown therefor, receipt of which shall oblige the Borrower to borrow the amount therein requested on the date therein stated upon the terms and subject to the conditions contained herein; (ii) the amount stated in the Notice of Drawdown shall not be more than the (iii) the lesser aggregate sum of the amount stated in the Notice of Drawdown and the amount drawndown or to be drawndown under the Senior Facility Amount and 70Agreement shall not exceed 76% of the purchase price Fair Market Value of the Vessel as set out determined in the Memorandum of Agreementaccordance to Clause 14.1 (FAIR MARKET VALUE OF VESSEL); (iiiiv) the Drawdown Date is a business day which is or precedes the Termination Date; (ivv) on or before the Drawdown Date the Agent has received from the Borrower each of the documents specified in Part 2 of the First Schedule and found the same to be satisfactory to it in both form and substance; (vvi) the interest rate applicable to the Advance during its first Interest Period does not fall to be determined pursuant to the proviso to Clause 7.2 (DURATION OF INTEREST PERIODS); and (vivii) (a) no event has occurred which is or may become (with the passage of time, the giving of notice, the making of any determination hereunder or any combination thereof) an Event of Default; and

Drawdown Conditions. Save as otherwise provided herein, the Advance will be made by the Initial Bank Banks to the Borrower on the request of the Borrower if: (i) not more than ten nor less than two business days before the proposed date for the making of the Advance the Agent has received from the Borrower a Notice of Drawdown therefor, receipt of which shall oblige the Borrower to borrow the amount therein requested on the date therein stated upon the terms and subject to the conditions contained herein; (ii) the amount stated in the Notice of Drawdown shall not be more than the lesser of the amount of the Facility Amount and 7067% of the purchase price of Vessel as set out in the Memorandum of Agreement; (iii) the Drawdown Date is a business day which is or precedes the Termination Date; (iv) on or before the Drawdown Date the Agent has received from the Borrower each of the documents specified in Part 2 of the First Schedule and found the same to be satisfactory to it in both form and substance; (v) the interest rate applicable to the Advance during its first Interest Period does not fall to be determined pursuant to the proviso to Clause 7.2 (DURATION OF INTEREST PERIODS); and (vi) (a) no event has occurred which is or may become (with the passage of time, the giving of notice, the making of any determination hereunder or any combination thereof) an Event of Default; and

Drawdown Conditions. Save as otherwise provided herein, the an Advance will be made by the Initial Bank to the relevant Borrower on the request of the either Borrower if: (i) not more than ten nor less than two business days before the proposed date for the making of the an Advance the Agent has received from the relevant Borrower a Notice of Drawdown therefor, receipt of which shall oblige the Borrower Borrowers to borrow the amount therein requested on the date therein stated upon the terms and subject to the conditions contained herein; (ii) the amount stated in the Notice of Drawdown shall not be more than the lesser of the amount of the Facility Amount and 7057% of the purchase price of the Vessel being purchased by such Borrower as set out in the Memorandum of Agreement; (iii) the relevant Drawdown Date is a business day which is or precedes the Termination Date; (iv) on or before the relevant Drawdown Date the Agent has received from the relevant Borrower with respect to its Vessel each of the documents specified in Part 2 of the First Schedule and found the same to be satisfactory to it in both form and substance; (v) the interest rate applicable to the such Advance during its first Interest Period does not fall to be determined pursuant to the proviso to Clause 7.2 (DURATION OF INTEREST PERIODS); and (vi) (a) no event has occurred which is or may become (with the passage of time, the giving of notice, the making of any determination hereunder or any combination thereof) an Event of Default; and

Drawdown Conditions. Save as otherwise provided herein, the Advance will be made by the Initial Bank to and paid into the Borrower Deposit Account, on the request of the Borrower if: (i) not more than ten nor less than two business days before the proposed date for the making of the Advance the Agent has received from the Borrower a Notice of Drawdown therefor, receipt of which shall oblige the Borrower to borrow the amount therein requested on the date therein stated upon the terms and subject to the conditions contained herein; (ii) the aggregate sum of the amount stated in the Notice of Drawdown and the amount drawn down or to be drawn down under the Senior Facility Agreement shall not be more than the lesser of the amount of the Facility Amount and 70exceed 75% of the purchase price Fair Market Value of the Vessel as set out determined in the Memorandum of Agreementaccordance to Clause 14.1 (FAIR MARKET VALUE OF VESSEL); (iii) the Drawdown Date is a business day which is or precedes the Termination Date; (iv) on or before the Drawdown Date the Agent has received from the Borrower each of the documents specified in Part 2 of the First Schedule and found the same to be satisfactory to it in both form and substance; (v) the interest rate applicable to the Advance during its first Interest Period does not fall to be determined pursuant to the proviso to Clause 7.2 (DURATION OF INTEREST PERIODS); and (vi) (a) no event has occurred which is or may become (with the passage of time, the giving of notice, the making of any determination hereunder or any combination thereof) an Event of Default; and (b) the representations set out in Clause 12 (REPRESENTATIONS) are true on and as of the proposed date for the making of such Advance or the Agent agrees (notwithstanding any matter mentioned at (a) or (b) above) that the Advance should be made and paid into the Borrower Deposit Account.