Common use of Initial Availability Date Clause in Contracts

Initial Availability Date. The obligations of the Lenders to make Loans hereunder on the occasion of the first Borrowing hereunder shall be subject to the occurrence of the Effective Date and the satisfaction 70 64 (or waiver in accordance with Section 9.02) of the following additional conditions: (a) The Administrative Agent shall have received a favorable written opinion or opinions (addressed to the Agents and the Lenders and dated the Effective Date) of one or more counsel for the Loan Parties reasonably satisfactory to the Administrative Agent, collectively to the effect set forth in Exhibit J, and covering such other matters relating to the Loan Parties, the Loan Documents or the Transactions as the Administrative Agent shall reasonably request. Holdings and the Borrower hereby request their counsel referred to in this paragraph to deliver such opinions. (b) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Loan Parties, the authorization of the Transactions and any other legal matters relating to the Loan Parties, the Loan Documents or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel. (c) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.04. (d) The Agents and Lucent shall have received all fees and other amounts due and payable to them hereunder on or prior to the Initial Availability Date, including, to the extent invoiced, reimbursement or payment of all expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (e) The Collateral and Guarantee Requirement shall have been satisfied and the Agents shall have received a completed Perfection Certificate dated the Effective Date and signed by a Financial Officer of the Borrower, together with all attachments contemplated thereby, including (i) the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Borrower and the Subsidiary Loan

Initial Availability Date. The obligations of the Lenders to ------------------------- make Loans hereunder on the occasion of the first Borrowing hereunder shall be subject to the occurrence of the Effective Date and the satisfaction 70 64 (or waiver in accordance with Section 9.02) of the following additional conditionsconditions in addition to those set forth in Section 4.01: (a) The Administrative Agent shall have received a favorable written opinion or opinions (addressed to the Agents and the Lenders and dated the Effective Date) of one or more counsel for the Loan Parties reasonably satisfactory to the Administrative Agent, collectively to the effect set forth in Exhibit J, and covering such other matters relating to the Loan Parties, the Loan Documents or the Transactions as the Administrative Agent shall reasonably request. Holdings and the Borrower hereby request their counsel referred to in this paragraph to deliver such opinions. (b) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Loan Parties, the authorization of the Transactions and any other legal matters relating to the Loan Parties, the Loan Documents or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel. (cb) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.044.03. (dc) The Agents and Lucent Ericsson shall have received all fees and other amounts due and payable to them hereunder on or prior to the Initial Availability Date, including, to the extent invoiced, reimbursement or payment of all expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (ed) The Collateral and Guarantee Requirement shall have been satisfied and the Agents shall have received a completed Perfection Certificate dated the Effective Date and signed by a Financial Officer of the Borrower, together with all attachments contemplated thereby, including (i) the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Borrower and the Subsidiary LoanLoan Parties in the jurisdictions contemplated by the Perfection Certificate and (ii) copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Agents that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 or have been released. (e) The Administrative Agent shall have received evidence satisfactory to it that (i) the insurance required by Section 5.07 is in effect, (ii) the Collateral Agent has been named as an additional insured and loss payee under all insurance policies to be maintained with respect to the properties of the Borrower and the Subsidiary Loan Parties constituting the Collateral and (iii) the Administrative Agent has been named as loss payee under all such liability insurance policies required to be so maintained. (f) The Collateral Agent shall have received a counterpart of the Subordination Agreement duly executed and delivered on behalf of each Loan Party. (g) The Lenders shall have received a permit issued by the California Department of Corporations pursuant to Section 25113 of the California Corporation Code exempting the Loans from California usury laws without condition or qualification except as may be reasonably acceptable to the Lenders, or, if such permit is not issued, the Lenders shall be reasonably satisfied that California usury laws shall not be applicable to the Loans. (h) The Parent shall have obtained all consents, waivers and amendments required under all agreements and documents governing the Lucent Loan Indebtedness and in connection with the Transactions, in each case on terms reasonably satisfactory to the Lenders. (i) The Lucent Credit Agreement shall have been amended such that (i) clause (i) of the proviso of the definition of the term "Eligible Secured Debt" therein shall be identical to clause (i) of the proviso of the definition of the ---------- term "Eligible Secured Debt" contained herein, (ii) the final proviso contained in the definition of the term "Permitted Third Party Payments" therein shall be substantively identical to the proviso contained in the definition of the term "Permitted Third Party Payments" contained herein, (iii) the definition of the term "Subscribers" therein shall be identical to the definition of the term "Subscribers" contained herein, (iv) Section 6.15 thereof shall be identical to Section 6.15 hereof, and (v) the second sentence of Section 6.22 thereof shall ------------ be substantively identical to the second sentence of Section 6.22 hereof, and ------------ Section 8(b) of the Parent Agreement dated as of November 24, 1999 between the Parent and Lucent shall have been amended to be substantively identical to Section 1(b) of the Parent Agreement.

Initial Availability Date. The obligations of the Lenders to ------------------------- make Loans hereunder on the occasion of the first Borrowing hereunder shall be subject to the occurrence of the Effective Date and the satisfaction 70 64 (or waiver in accordance with Section 9.02) of the following additional conditions:: ------------ (a) The Administrative Agent shall have received a favorable written opinion or opinions (addressed to the Agents and the Lenders and dated the Effective Date) of one or more counsel for the Loan Parties reasonably satisfactory to the Administrative Agent, collectively to the effect set forth in Exhibit J, and covering such other matters relating to the Loan Parties, the Loan Documents or the Transactions as the Administrative Agent shall reasonably request. Holdings and the Borrower hereby request their counsel referred to in this paragraph to deliver such opinions.[Reserved]; (b) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Loan Parties, the authorization of the Transactions and any other legal matters relating to the Loan Parties, the Loan Documents or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel. (c) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.04.. -------------- --- ------------ (d) The Agents and Lucent Nortel Networks shall have received all fees and other amounts due and payable to them hereunder on or prior to the Initial Availability Date, including, to the extent invoiced, reimbursement or payment of all expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (e) The Collateral and Guarantee Requirement shall have been satisfied and the Agents shall have received a completed Perfection Certificate dated the Effective Date and signed by a Financial Officer of the Borrower, together with all attachments contemplated thereby, including (i) the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Borrower and the Subsidiary LoanLoan Parties in the jurisdictions contemplated by the Perfection Certificate and (ii) copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Agents that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 or have been released. ------------ (f) The Administrative Agent shall have received evidence satisfactory to it that (i) the insurance required by Section 5.07 is in effect, (ii) that the ------------ Collateral Agent has been named as an additional insured and loss payee under all insurance policies to be maintained with respect to the properties of the Borrower and the Subsidiary Loan Parties constituting the Collateral and (iii) the Administrative Agent has been named as loss payee under all such liability insurance policies required to be so maintained. (g) The Collateral Agent shall have received a counterpart of the Subordination Agreement duly executed and delivered on behalf of each Loan Party. (h) The Lenders shall have received a permit issued by the California Department of Corporations pursuant to Section 25113 of the California Corporation Code exempting the Loans from California usury laws without condition or qualification except as may be reasonably acceptable to the Lenders, or, if such permit is not issued, the Lenders shall be reasonably satisfied that California usury laws shall not be applicable to the Loans. (i) The Parent shall have obtained all consents, waivers and amendments required under all agreements and documents governing the Lucent Loan Indebtedness and in connection with the Transactions, in each case on terms reasonably satisfactory to the Lenders. (j) The Lucent Credit Agreement shall have been amended such that (i) clause (i) of the proviso of the definition of the term "Eligible Secured Debt" therein shall be identical to clause (i) of the proviso of the definition of the ---------- term "Eligible Secured Debt" contained herein, (ii) the final proviso contained in the definition of the term "Permitted Third Party Payments" therein shall be substantively identical to the proviso contained in the definition of the term "Permitted Third Party Payments" contained herein, (iii) the definition of the term "Subscribers" therein shall be identical to the definition of the term "Subscribers" contained herein, (iv) Section 6.15 thereof shall be identical to Section 6.15 hereof, and (v) the second sentence of Section 6.22 thereof shall ------------ be substantively identical to the second sentence of Section 6.22 hereof, and ------------ Section 8(b) of the Parent Agreement dated as of November 24, 1999 between the Parent and Lucent shall have been amended to be substantively identical to Section 1(b) of the Parent Agreement.

Initial Availability Date. The obligations of the ------------------------- Lenders to make Loans hereunder on the occasion of the first Borrowing hereunder shall be subject to the occurrence of the Effective Date and the satisfaction 70 64 (or waiver in accordance with Section 9.02) of the following additional conditions: (a) The Administrative Agent shall have received a favorable written opinion or opinions (addressed to the Agents and the Lenders and dated the Effective Date) of one or more counsel for the Loan Parties reasonably satisfactory to the Administrative Agent, collectively to the effect set forth in Exhibit J, and covering such other matters relating to the Loan Parties, the Loan Documents or the Transactions as the Administrative Agent shall reasonably request. Holdings and the Borrower hereby request their counsel referred to in this paragraph to deliver such opinions. (b) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Loan Parties, the authorization of the Transactions and any other legal matters relating to the Loan Parties, the Loan Documents or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel. (c) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.04. (d) The Agents and Lucent shall have received all fees and other amounts due and payable to them hereunder on or prior to the Initial Availability Date, including, to the extent invoiced, reimbursement or payment of all expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (e) The Collateral and Guarantee Requirement shall have been satisfied and the Agents shall have received a completed Perfection Certificate dated the Effective Date and signed by a Financial Officer of the Borrower, together with all attachments contemplated thereby, including (i) the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Borrower and the Subsidiary LoanLoan Parties in the jurisdictions contemplated by the Perfection Certificate and (ii) copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Agents that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 or have been released. (f) The Administrative Agent shall have received evidence satisfactory to it that the insurance required by Section 5.07 is in effect and that the Collateral Agent has been named as an additional insured and loss payee under all insurance policies to be maintained with respect to the properties of the Borrower and the Subsidiary Loan Parties constituting the Collateral. (g) The Collateral Agent shall have received a counterpart of the Subordination Agreement duly executed and delivered on behalf of each Loan Party. (h) The Administrative Agent shall have received a counterpart of the Parent Agreement duly executed and delivered on behalf of the Parent. (i) The Lenders shall have received a permit issued to the Borrower by the California Department of Corporations pursuant to Section 25113 of the California Corporation Code exempting the Loans from California usury laws, or, if such permit is not issued, the Lenders shall be reasonably satisfied that California usury laws shall not be applicable to the Loans. (j) The Parent shall have obtained all consents and waivers required under the Credit Agreement dated as of September 23, 1998, among the Parent, XXXXXXXX Xxxxxxxxxxxx and ABN Amro Bank N.V., as Administrative Agent, in connection with the Transactions, on terms reasonably satisfactory to the Lenders. Notwithstanding the foregoing, the Lenders shall not be required to make Loans hereunder unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 3:00 p.m., New York City time, on November 1, 1999 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).