Common use of Initial Advances Clause in Contracts

Initial Advances. (A) Refinancing the Existing UPC Facility ------------------------------------- Subject to the provisions of clause 3.1(a), the Borrowers undertake to comply with the terms of this clause 4 so as to ensure that a Drawdown Notice is delivered for an Advance to be made on or before 10th October 1997 (or such other date as may be agreed by the Agent) by the Parent in an amount not less than the aggregate of the amount certified to the Parent by the Agent to be equal to the principal amount outstanding under the Existing UPC Facility together with all unpaid interest thereon and any other amounts payable in relation thereto. The Borrowers irrevocably authorise the Agent, and the Agent agrees, to apply that part of such Advance as is equal to the amount so certified in discharge of the Parent's obligations in respect of the Existing UPC Facility and the Agent's obligations under clause 8.2 in respect of such Advance shall be to remit the balance following such discharge (if any) to the Parent forthwith. Unless and until the Existing UPC Facility has been repaid in full and cancelled and all (if any) security granted in connection therewith has been unconditionally discharged in full to the satisfaction of the Agent or has been assigned or transferred to the Security Trustee, no further Advances may be made to the Borrowers hereunder. (B) Refinancing the Existing Norkabel Facility ------------------------------------------ Subject to the provisions of clause 3.1(a) and clause 3.1(c), the Borrowers undertake to comply with the terms of this clause 4 so as to ensure that, on the earliest of (i) the date of the Norwegian Merger, (ii) the date falling three Banking Days prior to the date of the Philips Advance or (iii) 12th December 1997 (or such other date as may be agreed by the Agent) a Drawdown Notice is delivered to the Agent by (i) (if the Norwegian Merger has not occurred) Norkabel or (ii) (if the Norwegian Merger has occurred) New Xxxxx in an amount not less than the aggregate of the principal amount certified by the Agent to the Parent and the relevant Norwegian Borrower to be equal to the principal amount outstanding under the Existing Norkabel Facility together with all unpaid interest thereon and any other amounts payable in relation thereto. The Borrowers irrevocably authorise the Agent, and the Agent agrees, to apply that part of such Advance as is equal to the amount so certified in discharge of Norkabel's obligations in respect of the Existing Norkabel Facility, and the Agent's obligations under clause 8.2 in respect of such Advance shall be to remit the balance following such discharge (if any) to the relevant Norwegian Borrower forthwith. After the earliest of (i) the date of the Norwegian Merger, (ii) the date falling three Banking Days prior to the date of the Philips Advance or (iii) 12th December 1997 (or such other date as may be agreed by the Agent), unless and until the Existing Norkabel Facility has been repaid in full and cancelled and all or any security granted in connection therewith has been assigned or transferred to the Security Trustee to the satisfaction of the Agent no further Advances may be made if, following the making of such Advance, the Loan would exceed the Loan immediately prior to such Advance.

Initial Advances. (A) Refinancing The obligation of the Existing UPC Facility ------------------------------------- Subject Lenders to make the ---------------- initial Advance under this Agreement is subject to the provisions satisfaction, in the sole discretion of clause 3.1(a)the Credit Agent, the Borrowers undertake to comply with the terms of this clause 4 so as to ensure that a Drawdown Notice is delivered for an Advance to be made on or before 10th October 1997 (or such other the date as may be agreed by the Agent) by the Parent in an amount not less than the aggregate thereof, of the amount certified following conditions precedent: (a) The Credit Agent shall have received the following, all of which must be satisfactory in form and content to the Parent by the Agent to be equal to the principal amount outstanding under the Existing UPC Facility together with all unpaid interest thereon and any other amounts payable in relation thereto. The Borrowers irrevocably authorise the Credit Agent, and the Agent agrees, to apply that part of such Advance as is equal to the amount so certified in discharge of the Parent's obligations in respect of the Existing UPC Facility and the Agent's obligations under clause 8.2 in respect of such Advance shall be to remit the balance following such discharge its sole discretion: (if any1) to the Parent forthwith. Unless and until the Existing UPC Facility has been repaid in full and cancelled and This Agreement duly executed by all (if any) security granted in connection therewith has been unconditionally discharged in full to the satisfaction of the Agent or has been assigned or transferred to the Security Trustee, no further Advances may be made to the Borrowers hereunderparties hereto. (B2) Refinancing The Notes duly executed by the Borrowers. (3) The Collateral Agency Agreement duly executed by all parties thereto. (4) The Borrowers' articles of incorporation as certified by the Secretary of State of the State of each Borrowers' incorporation, bylaws certified by the corporate secretary of each Borrower, or a Certificate of each of the Borrowers stating that there have been no change in either its articles of incorporation or bylaws since those delivered in connection with the Existing Norkabel Facility ------------------------------------------ Subject to the provisions Credit Agreement, and certificates of clause 3.1(agood standing dated no less recently than thirty (30) and clause 3.1(c), the Borrowers undertake to comply with the terms of this clause 4 so as to ensure that, on the earliest of (i) the date of the Norwegian Merger, (ii) the date falling three Banking Days days prior to the date of this Agreement for each Borrower. (5) A resolution of the Philips board of directors of each of the Borrowers, certified as of the date of this Agreement by each of the Borrowers' corporate secretary, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, and all other instruments or documents to be delivered by the Borrowers pursuant to this Agreement. (6) A certificate of the Borrowers' corporate secretary as to the incumbency and authenticity of the signatures of the officers of the Borrowers executing this Agreement and the other Loan Documents and each Advance Request and all other instruments or documents to be delivered pursuant hereto (the Credit Agent being entitled to rely thereon until a new such certificate has been furnished to the Credit Agent). (7) A favorable written opinion of counsel to the Borrowers, dated as of the date of this Agreement and substantially in the form of Exhibit H attached hereto, addressed --------- to the Credit Agent and the Lenders. (8) With respect to each Special Xxxxxx Mae Program Agreement described on Exhibit Q hereto, to the extent --------- not previously delivered pursuant to the Existing Credit Agreement, (i) an executed copy of such Special Xxxxxx Xxx Program Agreement, (ii) executed copies of the promissory note(s) evidencing the Special Xxxxxx Mae Loans made thereunder, (iii) 12th December 1997 an executed copy of the Xxxxxx Xxx Special Pool Purchase Contract relating thereto, and (or such other date as may be agreed by iv) an executed original of a bailee agreement with respect to any of the Agent) a Drawdown Notice is delivered to the Agent by (i) (if the Norwegian Merger has not occurred) Norkabel or promissory notes described in clause (ii) above that have been delivered to Xxxxxx Mae, in form and substance satisfactory to the Credit Agent. (if the Norwegian Merger has occurred9) New Xxxxx in an amount not less than the aggregate Uniform Commercial Code, tax lien and judgment searches of the principal amount appropriate public records in the jurisdictions where each Borrower has an office, which search shall not have disclosed the existence of any prior Lien on the Collateral other than in favor of the Credit Agent or as permitted hereunder. (10) Executed financing statements or amendments to financing statements previously filed against the Borrowers, in recordable form covering the Collateral and ready for filing in all jurisdictions required by the Credit Agent. (11) Copies of the certificates, documents or other written instruments which evidence the Borrowers' eligibility described in Section 5.13 hereof, all in form and substance satisfactory to the Credit Agent. (12) Copies of the Borrowers' errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy, or certificates in lieu of policies, all in form and content satisfactory to the Credit Agent, showing compliance by the Borrowers as of the date of this Agreement with the related provisions of Section 6.8 hereof. (13) Evidence that all accounts necessary into which Advances will be funded have been established at the Funding Bank and receipt of a fully executed Funding Bank Agreement. (b) All directors, officers and shareholders of the Borrowers, all Affiliates of the Borrowers or of any Subsidiary of the Borrowers, to whom or to any of whom the Borrowers shall be indebted as of the date of this Agreement, which indebtedness has a term of more than one (1) year or is in excess of Five Hundred Thousand Dollars ($500,000) shall have subordinated such indebtedness to the Obligations, by executing a Subordination of Debt Agreement, in the form of Exhibit F hereto; and the Credit Agent shall have received an --------- executed copy of any such Subordination of Debt Agreement, certified by the Agent to corporate secretary of the Parent and the relevant Norwegian Borrower Borrowers to be equal to the principal amount outstanding under the Existing Norkabel Facility together with all unpaid interest thereon true and any other amounts payable complete and in relation thereto. The Borrowers irrevocably authorise the Agent, full force and the Agent agrees, to apply that part effect as of such Advance as is equal to the amount so certified in discharge of Norkabel's obligations in respect of the Existing Norkabel Facility, and the Agent's obligations under clause 8.2 in respect of such Advance shall be to remit the balance following such discharge (if any) to the relevant Norwegian Borrower forthwith. After the earliest of (i) the date of the Norwegian Merger, (ii) the date falling three Banking Days prior to the date of the Philips Advance or (iii) 12th December 1997 (or such other date as may be agreed by the Agent), unless and until the Existing Norkabel Facility has been repaid in full and cancelled and all or any security granted in connection therewith has been assigned or transferred to the Security Trustee to the satisfaction of the Agent no further Advances may be made if, following the making of such Advance, the Loan would exceed the Loan immediately prior to such Advance.

Initial Advances. (A) Refinancing The Commitment of each Lender to fund its portion of the Existing UPC Facility ------------------------------------- Subject Initial Advance on the Closing Date is subject to the provisions of clause 3.1(a), the Borrowers undertake to comply with the terms of this clause 4 so as to ensure that a Drawdown Notice is delivered for an Advance to be made on or before 10th October 1997 (or such other date as may be agreed by the Agent) by the Parent in an amount not less than the aggregate of the amount certified to the Parent by the Agent to be equal to the principal amount outstanding under the Existing UPC Facility together with all unpaid interest thereon and any other amounts payable in relation thereto. The Borrowers irrevocably authorise the Agent, and the Agent agrees, to apply that part of such Advance as is equal to the amount so certified in discharge of the Parent's obligations in respect of the Existing UPC Facility and the Agent's obligations under clause 8.2 in respect of such Advance shall be to remit the balance following such discharge (if any) to the Parent forthwith. Unless and until the Existing UPC Facility has been repaid in full and cancelled and all (if any) security granted in connection therewith has been unconditionally discharged in full to the satisfaction of the Agent or has been assigned or transferred to the Security Trustee, no further Advances may be made to the Borrowers hereunder.conditions: (Ba) Refinancing The Agent shall have received the Existing Norkabel Facility ------------------------------------------ Subject to the provisions of clause 3.1(a) and clause 3.1(c), the Borrowers undertake to comply with the terms of this clause 4 so as to ensure that, on the earliest of following Credit Documents: (i) counterparts of this Agreement executed by the date of the Norwegian Mergerparties hereto, (ii) the Guarantee and Collateral Agreement and the Collateral Agency and Intercreditor Agreement and (iii) the Fee Letter. (b) The Agent shall have received favorable written legal opinions of (i) Xxxxxxxx & Xxxxx LLP, counsel to the Borrower, and (ii) Xxxxxxxx & Xxxxxxxx, special New York counsel to the Agent, in each case dated the date falling three Banking Days hereof, addressed to the Agent and the Lenders with respect to customary matters and in form and substance reasonably satisfactory to the Agent. (c) The Agent shall have received (i) a copy of the certificate of incorporation, including all amendments thereto, of the Borrower, certified as of a recent date by the Secretary of State of the state of Delaware, and a certificate as to the good standing of the Borrower as of a recent date from such Secretary of State; (ii) a certificate of the Secretary or an Assistant Secretary or analogous officer of the Borrower, dated the date of this Agreement and certifying (A) that attached thereto is a true and complete copy of the certificate of incorporation of the Borrower as in effect on such date and at all times since a date prior to the date of the Philips Advance or resolutions described in clause (iiiB) 12th December 1997 below, (B) that attached thereto are true and complete copies of resolutions duly adopted by the Board of Directors (or such other date as may be agreed any duly authorized committee thereof), authorizing the execution and delivery by the AgentBorrower of this Agreement, the Advances to be made hereunder and the performance by the Borrower of all of its obligations hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) a Drawdown Notice is delivered that the certificate of incorporation referred to the Agent by in clause (i) (if the Norwegian Merger above has not occurred) Norkabel or (ii) (if the Norwegian Merger has occurred) New Xxxxx in an amount not less than the aggregate of the principal amount certified by the Agent to the Parent and the relevant Norwegian Borrower to be equal to the principal amount outstanding under the Existing Norkabel Facility together with all unpaid interest thereon and any other amounts payable in relation thereto. The Borrowers irrevocably authorise the Agent, and the Agent agrees, to apply that part of such Advance as is equal to the amount so certified in discharge of Norkabel's obligations in respect of the Existing Norkabel Facility, and the Agent's obligations under clause 8.2 in respect of such Advance shall be to remit the balance following such discharge (if any) to the relevant Norwegian Borrower forthwith. After the earliest of (i) been amended since the date of the Norwegian Merger, last amendment thereto shown on the certificate of good standing furnished pursuant to such clause (i) and (D) as to the incumbency and specimen signature of each officer executing this Agreement and any other document delivered in connection herewith on behalf of the Borrower; (iii) a certificate of another officer of the Borrower as to the incumbency and specimen signature of the Secretary or Assistant Secretary or analogous officer executing the certificate pursuant to (ii) above; and (iv) a certificate of a Responsible Officer of the Borrower, dated the date falling three Banking Days of this Agreement, stating that (A) no action, consent or approval of, registration or filing with or other action by any Governmental Authority is or will be required in connection with the execution, delivery and performance by the Borrower of this Agreement, except those as have been duly obtained and as are (1) in full force and effect, (2) sufficient for their purpose and (3) not subject to any pending or, to the knowledge of such Person, threatened appeal or other proceeding seeking reconsideration or review thereof, and (B) the representations and warranties set forth in Article III hereof are true and correct in all material respects on and as of the date hereof, and (C) no Event of Default or Default has occurred and is continuing on the date hereof. (d) [Reserved.] (e) The Lenders, the Agent and the Lead Arranger shall have received payment of all fees and reimbursements of all expenses for which invoices have been presented as and when due on or prior to the date of the Philips Initial Advance pursuant to the terms of this Agreement or the Fee Letter. (iiif) 12th December 1997 The Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act (or such other date as may be agreed Title III of Pub. L. 107-56 (signed into law October 26, 2001)). (g) The Agent shall have become party to the Collateral Agency and Intercreditor Agreement. (h) [Reserved.] (i) The Agent shall have determined, in consultation with its counsel, that the obligations of the Borrower under this Agreement are secured ratably with the obligations of Borrower under the Existing Facility Credit Agreement by the Agent), unless valid and until perfected lien on and security interest in the Existing Norkabel Facility has been repaid in full and cancelled and all or any security Collateral granted in connection therewith has been assigned or transferred pursuant to the Security Trustee to the satisfaction terms of the Agent no further Advances may be made if, following Security Documents and the making of such Advance, the Loan would exceed the Loan immediately prior to such AdvanceCollateral Agency and Intercreditor Agreement.