Conditions Precedent to each Utilisation. The Lenders will only be obliged to comply with clause 6.5 (Lenders' participation) if, on the proposed Utilisation Date:
(A) no Default or Event of Default is continuing or will result from the proposed Loan; and
(B) an Authorised Signatory of the relevant Borrower certifies that
(i) the funds from that Utilisation are expected to be applied in payment of amounts subject to and in accordance with the Cash Waterfall within 90 days of the relevant drawdown date (other than making a distribution in accordance with paragraph (vii) of the Cash Waterfall) or are otherwise required to maintain a reasonable and prudent level of working capital in the Project Accounts;
(ii) the aggregate principal amount outstanding under the Facility does not exceed the Borrowing Base Amount, and the making of the Utilisation would not result in the aggregate principal amount outstanding under the Facility exceeding the Borrowing Base Amount; and
(iii) the Repeating Representations to be made by each Obligor are, in the light of the facts and circumstances then existing, true and correct in all material respects (or, in the case of a Repeating Representation that contains a materiality concept, true and correct in all respects);
Conditions Precedent to each Utilisation. The Lenders will only be obliged to comply with clause 6.5 (Lenders’ participation) if, on the proposed Utilisation Date:
(A) no Default or Event of Default is continuing or will result from the proposed Loan; and
(B) an Authorised Signatory of the relevant Borrower certifies that the Repeating Representations to be made by each Obligor are, in the light of the facts and circumstances then existing, true and correct in all material respects (or, in the case of a Repeating Representation that contains a materiality concept, true and correct in all respects).
Conditions Precedent to each Utilisation. The Lenders must comply with Clause 4.5 (including in respect of the initial Utilisation of any Term Loan) only if on the date of the Utilisation Request and on the proposed Utilisation Date, each condition precedent set out in Part 2 of Schedule 2 is satisfied or waived in accordance with this Agreement.
Conditions Precedent to each Utilisation. The Lenders will only be obliged to comply with clause 6.5 (Lenders’ participation) if, on the proposed Utilisation Date, disregarding for the purposes of paragraph (A) below the effect of clause 20(A) and 20(B) (Events of Default):
(A) in the case of a Letter of Credit renewed or extended in accordance with clause 6.8 (Renewal or extension of a Letter of Credit), no Event of Default is continuing or would result from the proposed Utilisation and, in the case of any other Utilisation, no Default is continuing or would result from the proposed Utilisation; and
(B) an Authorised Signatory of the Company certifies that the Repeating Representations to be made by each Obligor are, in the light of the facts and circumstances then existing, true and correct in all material respects (or, in the case of a Repeating Representation that contains a materiality concept, true and correct in all respects).
Conditions Precedent to each Utilisation. The obligation of each Bank to participate in any Utilisation is subject to the further conditions precedent that on both the date of the Request and on the Utilisation Date:
(a) no Default is outstanding or might result from the Utilisation (including without limitation pro forma compliance with Clause 21.1 (Senior Debt to EBITDA) calculated based on the Group's Accounts in respect of the most recent quarterly Accounting Period for which financial statements are available);
(b) the representations and warranties in Clause 18 (Representations and Warranties) to be repeated on those dates are correct in all material respects and will be correct in all material respects immediately after the making of the Utilisation; and -------------------------------------------------------------------------------- 34 31 --------------------------------------------------------------------------------
(c) in the case of a Utilisation for the purpose of financing the amount of any UMTS Licence Initial Instalment as referred to in Clause 3.1(d) (Purpose), the Borrower has delivered to the Agent evidence reasonably satisfactory to the Agent that the Shareholders have made after the date hereof or will make on or prior to the date of such Utilisation capital contributions or Shareholder Loans in amounts that will ensure that immediately following such Utilisation the principal amount of Financial Indebtedness (other than Shareholder Loans) incurred (whether hereunder or otherwise) for the purposes of funding such UMTS Licence Initial Instalments as well as all previous UMTS Licence Initial Instalments paid does not exceed an amount equal to the lower of (i)(euro) 250,000,000 (or the Euro Equivalent thereof, if incurred in another currency) and (ii) 2/3 of the Euro Equivalent of the aggregate amount of such UMTS Licence Initial Instalment and all previous UMTS Licence Initial Instalments paid; provided that the Reserve Capital cash payment of the Zloty equivalent of US$4,000,000 made by certain Shareholders to the Borrower on 30 November, 2000 shall be counted as a capital contribution made after the date hereof by Shareholders for the purposes of Clauses 3.1, 4.2, 19.26 and 19.
Conditions Precedent to each Utilisation. Subject to Clause 3.1 (Conditions precedent to Signing), the Issuing Bank will only be obliged to issue any Letter of Credit, if on the date of the Issuance Request and on the proposed Issuance Date:
(a) the relevant LG User (or the Company on its behalf) has delivered a duly completed Issuance Request;
(b) the Administrative Agent has received evidence that the fees, costs and expenses then due by the Company and/or the relevant LG Users to the Finance Parties have been paid or will be paid on the Issuance Date;
(c) in the case of a Letter of Credit to be renewed in accordance with Clause 5 (Extension of a Letter of Credit) no Event of Default is continuing or would result from the proposed Utilisation and, in the case of any other proposed issuance of an Utilisation, no Default is continuing or would result from the proposed Utilisation; and
(d) in relation to any Utilisation on the Closing Date, all the representations and warranties in Clause 22 (Representations) or, in relation to any other Utilisation, the Repeating Representations to be made by each Obligor are true and correct in all material respects.
Conditions Precedent to each Utilisation. The obligations of the Finance Parties in respect of each Utilisation are subject to the further condition precedent that both at the date of the Request for such Utilisation and at the Utilisation Date therefor:
(a) in respect of each Tranche C Advance requested to be made to a Borrower which is matched by a Tranche C Advance of the same (or a greater) amount which is repaid by such Borrower under Clause 8.3 on the proposed Utilisation Date for such Advance (a "ROLLOVER UTILISATION"), no Event of Default has occurred and is continuing or would result from the making of such Rollover Utilisation which has not been waived;
(b) in respect of each Utilisation (other than a Rollover Utilisation) the representations and warranties in Clause 20 to be repeated on those dates in accordance with Clause 20.2 are correct and will be correct immediately after the Utilisation is made and no Default has occurred and is continuing or would result from the making of such Utilisation which has not been waived.
Conditions Precedent to each Utilisation. No Lender will be obliged to make available a Loan in compliance with Clause 5.4 (Lenders’ Participation) unless on the date of the Utilisation Request and on the proposed Utilisation Date:
(a) no Event of Default is continuing or would result from the proposed Loan;
(b) the Repeating Representations to be made by the Borrower under the Finance Documents are true and accurate in all material respects; and (c) there is no event or circumstance that exists which would reasonably be expected to have a Material Adverse Effect.
Conditions Precedent to each Utilisation. The Lenders shall only be obliged to comply with Clause 5.4 (Lenders’ Participation)) with respect to any Utilisation if:
(a) the Facility Agent has received a duly completed and executed Utilisation Request in accordance with Clause 5.1 (Delivery of a Utilisation Request);
(b) the Facility Agent shall have received each of the documents and evidence specified in Part C of Schedule 2 (Conditions Precedent) and in the second column of Schedule 4 (Borrower Instalments) with respect to the relevant Utilisation each in form and substance satisfactory to the Facility Agent; and
(c) on the date of a Utilisation Request and on the proposed Utilisation Date:
(i) no Change in Law shall have occurred which would make it illegal for such Lender to make the relevant Utilisation available to the Borrower (it being understood that if any such Change in Law would make it illegal for one Lender to make the relevant Utilisation but not another Lender, such other Lender shall still be obliged to make the relevant Utilisation available to the Borrower in accordance with the terms and subject to the conditions of this Agreement;
(ii) no Default shall have occurred and be continuing or shall occur as a result of the Lenders making the relevant Utilisation available;
(iii) each of the Repeating Representations shall remain true and accurate in all material respects by reference to the facts and circumstances then existing;
(iv) no Material Adverse Event shall in the reasonable opinion of the Facility Agent have occurred or shall occur as a result of the Lenders making the relevant Utilisation available;
(v) the Facility Agent is satisfied that the CESCE Policy and the CXXX are in full force and effect and that the requested Utilisation is covered under the CESCE Policy and the CXXX; and
(vi) neither CESCE nor ICO has advised the Facility Agent in writing that the making of the requested Utilisation or the Facility should be suspended or cancelled.
Conditions Precedent to each Utilisation. The Lenders will only be obliged to comply with Clause 6.4 (Lenders’ participation) if, on the proposed Utilisation Date:
(A) in the case of a Rollover Loan, no Event of Default is continuing or would result from the proposed Loan, and in the case of any other Utilisation, no Default is continuing or would result from the proposed Utilisation;
(B) the Repeating Representations to be made by each Obligor are, in the light of the facts and circumstances then existing, true and correct in all material respects (or, in the case of a Repeating Representation that contains a materiality concept, true and correct in all respects);
(C) the aggregate of:
(i) the amount of the Utilisation proposed to be made on the proposed Utilisation Date; and
(ii) the aggregate amount of all outstanding Utilisations on the proposed Utilisation Date less the aggregate amount of all outstanding Utilisations due to be repaid or prepaid on or before the proposed Utilisation Date, does not exceed the Total Commitments applicable on such proposed Utilisation Date; and
(D) the aggregate of:
(i) the amount of the Utilisation proposed to be made on the proposed Utilisation Date; and
(ii) the aggregate amount of all outstanding Utilisations on the proposed Utilisation Date less the amount of all outstanding Utilisations due to be repaid or prepaid on or before the proposed Utilisation Date, does not exceed the Borrowing Base Amount applicable on such date.
