PREREQUISITES TO ADVANCES. The Government shall be under no obligation to advance any funds on account of the Loan from time to time unless and until the Borrower shall have delivered to the Administrator, in form and substance satisfactory to him, the following: (a) one or more of the Notes, the Mortgage, and such supplemental mortgages as may be required pursuant to section 1.4 hereof, all duly executed and accompanied by proof of the due recordation and filing of the Mortgage and any supplemental mortgage in such places as may be required by law in order fully to perfect and maintain the lien of the Mortgage and any supplemental mortgage; (b) evidence of appropriate corporate action authorizing the execution and delivery of the Notes, the Mortgage, and any supplemental mortgage and amendment to this agreement; (c) evidence that the Borrower has duly registered when and where required by law with all State, Federal and other public authorities and regulatory bodies and obtained therefrom all authorizations, certificates, permits, and approvals to the extent required by law in order to enable the Borrower to enter into this agreement, to execute and deliver the Notes, the Mortgage, and any supplemental mortgage and amendment to this agreement, to construct and operate the System, and to perform all other acts to be performed by it hereunder; (d) evidence that the Borrower has duly adopted a tariff which does not include mileage or zone charges for rural multi-party service and which will provide revenues sufficient to meet all necessary expenditures, including all interest and principal payments under the Notes; (e) evidence that there has been no substantial adverse change in the Borrower's financial condition or plant since the date of the last financial statement submitted by the Borrower to the Administrator; (f) evidence that the Borrower is not involved in or threatened with any litigation which may substantially and adversely affect the Borrower's financial condition and that there are no liens or clouds on title except the lien of the Mortgage and any supplemental mortgage, on any of its property; (g) evidence that the Borrower has duly adopted articles of incorporation and bylaws in form and substance adequate to enable the Borrower to perform all acts to be performed by it hereunder; (h) such opinions as the Administrator may require, by counsel (who may be a member of the Borrower's legal staff, if any, or any attorney regularly employed by the Borrower) selected by the Borrower and approved by the Administrator; (i) evidence that the Borrower has good and marketable title to the Existing Facilities, and holds such franchises, permits, leases, easements, rights, privileges, licenses or right-of-way instruments, reasonably adequate in form and substance, as may be required by law for the continued maintenance and operation of the Existing Facilities, and every part thereof, in their present location; (j) evidence of the payment by the Borrower of outstanding indebtedness in the approximate amount of $3,300, owed to Xxxxx County Bank of Perkins, Oklahoma, and the discharge of all liens, if any, in connection therewith; and (k) evidence that the Borrower has obtained signed applications for service from prospective subscribers, and confirmation of the desire of existing subscribers to continue service at proposed rates which are satisfactory to the Administrator, the total number of such prospective and existing subscribers being at least 70 percent of the five year loan subscribers in each proposed exchange area.
Appears in 1 contract
Samples: Telephone Loan Contract (Dobson Communications Corp)
PREREQUISITES TO ADVANCES. (A) The Government shall be under no obligation to advance any funds on account of the Loan from time to time unless and until the Borrower shall have delivered deliver to the AdministratorGovernment, when directed by the Administrator and in form and substance satisfactory to him, the following:
(a1) one or more of the Notes, the Mortgage, Mortgage and such supplemental mortgages as may be required pursuant to section 1.4 hereofthe Administrator shall require, all duly executed and accompanied by proof of the due recordation and filing of the Mortgage and any supplemental mortgage in such places as may be required every appropriate office specified by law in order fully to perfect and maintain the lien of the Mortgage and any supplemental mortgageAdministrator;
(b2) evidence of appropriate corporate action authorizing the execution and delivery of the Notes, the Mortgage, and any supplemental mortgage and amendment to this agreement;
(c3) evidence that the Borrower has duly registered when and where required by law with all State, State and Federal and other public authorities and regulatory bodies and obtained therefrom all authorizations, certificates, permits, and approvals to the extent required by law in order to enable the Borrower to enter into this agreement, and to execute and deliver the Notes, the Mortgage, and any supplemental mortgage and amendment to this agreement, to construct and operate the System, and to perform all other acts to be performed by it hereunder;
(d) evidence that the Borrower has duly adopted a tariff which does not include mileage or zone charges for rural multi-party service and which will provide revenues sufficient to meet all necessary expenditures, including all interest and principal payments under the Notes;
(e4) evidence that there has been no substantial adverse change in the Borrower's financial condition or plant since the date of the last financial statement submitted by the Borrower to the Administrator;
(f5) evidence that the Borrower is not involved in or threatened with any litigation which may substantially and adversely affect the Borrower's financial condition and that there are no liens or clouds on title except the lien of the Mortgage and any supplemental mortgage, mortgage on any of its property;
(g6) evidence that the Borrower has duly adopted articles of incorporation and bylaws in form and substance adequate satisfactory to enable the Borrower to perform all acts to be performed by it hereunder;Administrator; and
(h7) such opinions as the Administrator may require, by counsel (who may be a member of the Borrower's legal staff, if any, or any attorney regularly employed by the Borrower) selected by the Borrower and shall have been previously approved by the Administrator;.
(iB) evidence that No funds shall be advanced on account of the Loan unless and until the Borrower has good and marketable title to the Existing Facilitiesshall have submitted evidence, and holds such franchises, permits, leases, easements, rights, privileges, licenses or right-of-way instruments, reasonably adequate in form and substance, as may be required by law for the continued maintenance and operation of the Existing Facilities, and every part thereof, in their present location;
(j) evidence of the payment by the Borrower of outstanding indebtedness in the approximate amount of $3,300, owed to Xxxxx County Bank of Perkins, Oklahoma, and the discharge of all liens, if any, in connection therewith; and
(k) evidence that the Borrower has obtained signed applications for service from prospective subscribers, and confirmation of the desire of existing subscribers to continue service at proposed rates which are satisfactory to the Administrator, that:
(1) it has obtained all franchises required by law from any incorporated municipality or municipalities in which lines are, or will be located;
(2) the Alexandria Home Telephone Company and the Liberty Home Telephone Company have taken all necessary action to abandon their operations and dissolve their organizations when telephone service is made available to their members by the Borrower;
(3) the Borrower has obtained commitments or contracts, in form and substance satisfactory to the Administrator, covering all necessary toll traffic and operator services to be furnished by connecting companies and all necessary joint use of facilities with other companies;
(4) it has complied with all regulations applicable to the sale of membership certificates in the Borrower;
(5) it has adopted a schedule of rates, for the furnishing of telephone service, satisfactory to the Administrator; and
(6) the Borrower has obtained a total number $1,175 in equity funds through the collection of such prospective $5.00 from each of 235 members and existing subscribers being at least 70 percent of has deposited said $1,175 in the five year loan subscribers Special Construction Account provided for in each proposed exchange areasection 2.4 hereof all in accordance with section 4.22 hereof.
Appears in 1 contract
PREREQUISITES TO ADVANCES. (A) The Government shall be under no obligation to advance any funds on account of the Loan from time to time unless and until the Borrower shall have delivered deliver to the AdministratorGovernment, when directed by the Administrator and in form and substance satisfactory to him, the following:
(a1) one or more of the Notes, the Mortgage, Mortgage and such supplemental mortgages as may be required pursuant to section 1.4 hereofthe Administrator shall require, all duly executed and accompanied by proof of the due recordation and filing of the Mortgage and any supplemental mortgage in such places as may be required every appropriate office specified by law in order fully to perfect and maintain the lien of the Mortgage and any supplemental mortgageAdministrator;
(b2) evidence of appropriate corporate action authorizing the execution and delivery of the Notes, the Mortgage, and any supplemental mortgage and amendment to this agreement;
(c3) evidence that the Borrower has duly registered when and where required by law with all State, State and Federal and other public authorities and regulatory bodies and obtained therefrom all authorizations, certificates, permits, and approvals to the extent required by law in order to enable the Borrower to enter into this agreement, agreement and to execute and deliver the Notes, the Mortgage, and any supplemental mortgage and amendment to this agreement, to construct and operate the System, and to perform all other acts to be performed by it hereunder;
(d) evidence that the Borrower has duly adopted a tariff which does not include mileage or zone charges for rural multi-party service and which will provide revenues sufficient to meet all necessary expenditures, including all interest and principal payments under the Notes;
(e4) evidence that there has been no substantial adverse change in the Borrower's financial condition or plant since the date of the last financial statement submitted by the Borrower to the Administrator;
(f5) evidence that the Borrower is not involved in or threatened with any litigation which may substantially and adversely affect the Borrower's financial condition and that there are no liens or clouds on title except the lien of the Mortgage and any supplemental mortgage, on any of its property;
(g6) evidence that the Borrower has duly adopted articles of incorporation and bylaws in form and substance adequate satisfactory to enable the Borrower to perform all acts to be performed by it hereunder;Administrator; and
(h7) such opinions as the Administrator may require, by counsel who shall have been previously approved by the Administrator.
(who may B) No funds shall be a member advanced on account of the Borrower's legal staffLoan until the Borrower shall have submitted evidence, if anysatisfactory to the Administrator, that it has:
(1) entered into binding sales contracts, in form and substance satisfactory to the Administrator, providing for the transfer and conveyance to the Borrower of (a) all properties used or any attorney regularly employed useful in the telephone business, owned or operated by Dakota State Telephone Company, including, without limitation, real estate located at Xxxxx, in Xxxxxx County, South Dakota, at Yolin, in Yankton County, South Dakota, at Xxxxx, in Clay County, South Dakota, and at Monroe, in Xxxxxx County, South Dakota; (b) all properties used or useful in the telephone business owned or operated by Hurley Telephone Company, including, without limitation, real estate located at Hurley, in Xxxxxx County, South Dakota; and (c) properties used or useful in the telephone business operated as a switcher line west of Hurley, South Dakota, and switched at Xxxxxx, owned by the BorrowerNorthwestern Xxxx Telephone Company.
(2) selected obtained all necessary orders or approvals of appropriate regulatory bodies, including, without limitation, certificates of convenience and necessity, and approvals of the acquisition of existing facilities listed in the preceding paragraph;
(3) adopted a schedule of rates, satisfactory to the Administrator, and has obtained required approvals of such schedule of rates by appropriate regulatory bodies;
(4) complied with all laws and regulations applicable to the Borrower sale or issuance of membership and approved by equity certificates, such certificates to be in form and substance satisfactory to the Administrator;
(i5) evidence that the Borrower has good and marketable title to the Existing Facilitiesobtained commitments or contracts, and holds such franchises, permits, leases, easements, rights, privileges, licenses or right-of-way instruments, reasonably adequate in form and substance, as may be required by law for the continued maintenance and operation of the Existing Facilities, and every part thereof, in their present location;
(j) evidence of the payment by the Borrower of outstanding indebtedness in the approximate amount of $3,300, owed to Xxxxx County Bank of Perkins, Oklahoma, and the discharge of all liens, if any, in connection therewith; and
(k) evidence that the Borrower has obtained signed applications for service from prospective subscribers, and confirmation of the desire of existing subscribers to continue service at proposed rates which are substance satisfactory to the Administrator, providing for all necessary toll traffic, operator assistance and extended scope services to be provided by connecting companies;
(6) obtained required franchises, in form and substance satisfactory to the total number Administrator, from all incorporated communities in which the Project will be located; and
(7) obtained the sum of $16,860 in initial equity payments, and has deposited such prospective sum in the Special Construction Account hereinafter defined and existing subscribers being at least 70 percent provided for in section 2.4 hereof;
(C) The first advance of funds on account of the five year loan subscribers Loan, not in each proposed exchange areaexcess of $85,614 shall be made by the Government to the Borrower (upon compliance by the Borrower with all conditions of this agreement precedent to the advance of funds on account of the Loan) only for the purpose of enabling the Borrower to acquire the telephone facilities referred to in section 2.1(B)(1) hereof. Thereafter, the Government shall be under no obligation to make any further advances on account of the Loan until the Borrower shall have submitted proof, satisfactory to the Administrator, that it has obtained and recorded duly authorized and executed deeds and bills of sale transferring and conveying the acquired properties to the Borrower, in accordance with the terms of the sales contracts previously approved by the Administrator.
Appears in 1 contract
Samples: Telephone Loan Contract (Dakota Cooperative Telecommunications Inc)
PREREQUISITES TO ADVANCES. The Government shall be under no obligation to advance any funds on account of the Loan from time to time unless and until the Borrower shall have delivered to the Administrator, in form and substance satisfactory to him, the following:
(a) one or more of the Notes, the MortgageMortgages, and such supplemental mortgages as may be required pursuant to section 1.4 hereof, all duly executed and accompanied by proof of the due recordation and filing of the Mortgage mortgage and any supplemental mortgage in such places as may be required by law in order fully to perfect and maintain the lien of the Mortgage and any supplemental mortgage;
(b) evidence of appropriate corporate action authorizing the execution and delivery of the Notes, the Mortgage, and any supplemental mortgage and amendment to this agreement;
(c) evidence that the Borrower has duly registered when and where required by law with all State, Federal and other public authorities and regulatory bodies and obtained therefrom all authorizations, certificates, permits, and approvals to the extent required by law in order to enable the Borrower to enter into this agreement, to execute and deliver the Notes, the Mortgage, and any supplemental mortgage and amendment to this agreement, to construct and operate the System, and to perform all other acts to be performed by it hereunder;
(d) evidence that the Borrower has duly adopted a tariff which does not include mileage or zone charges for rural multi-party service and which will provide revenues sufficient to meet all necessary expenditures, including all interest and principal payments under the Notes;
(e) evidence that there has been no substantial adverse change in the Borrower's financial condition or plant since the date of the last financial statement submitted by the Borrower to the Administrator;
(f) evidence that the Borrower is not involved in or threatened with any litigation which may substantially and adversely affect the Borrower's financial condition and that there are no liens or clouds on title except the lien of the Mortgage and any supplemental mortgage, on any of its property; provided, however, that with respect to the first advance of funds on account of the Loan (which advance is more particularly conditioned as hereinafter provided in this section) the obligation of the Borrower to furnish evidence relating to liens on its property shall be to furnish evidence that there are no liens on any of its property except the lien of the mortgage and any supplemental mortgages, and any chattel mortgages or other mortgages (hereinafter collectively called the "Underlying Mortgage"), securing certain indebtedness owing by the Borrower to Xxx Xxxxxx in the approximate principal amount of $10,700, and to the Xxxxxxxxx-Xxxxxxx Supply Company in the approximate amount of $850;
(g) evidence that the Borrower has duly adopted articles of incorporation and bylaws by laws in form and substance adequate to enable the Borrower to perform all acts to be performed by it hereunder;
(h) such opinions as the Administrator may require, by counsel (who may be a member of the Borrower's legal staff, if any, or any an attorney regularly employed by the Borrower) selected by the Borrower and approved by the Administrator;
(i) evidence that the Borrower has good and marketable title to the Existing Facilities, subject only to the lien of the Underlying Mortgage referred to in subparagraph (f) of this section. 2.1, and holds such franchises, permits, leases, easements, rights, privileges, licenses or right-of-way instruments, reasonably adequate in form and substance, as may be required by law for the continued maintenance and operation of the Existing Facilities, and every part thereof, in their present location;
(j) evidence a comment or commitments from other companies covering the joint use of facilities, as may be necessary for the construction or proper operation of the payment System;
(1) to pay and discharge outstanding indebtedness, in an amount not in excess of the amount provided in Section 1.1 hereof for such purpose, and (2) to pay for preloan engineering services, in an amount to be approved by the Borrower Administrator. Thereafter, the Government shall be under no obligation to make any further advances on account of outstanding indebtedness in the approximate amount of $3,300, owed to Xxxxx County Bank of Perkins, Oklahoma, and the discharge of all liens, if any, in connection therewith; and
(k) evidence that Loan until the Borrower has obtained signed applications for service from prospective subscribersshall have submitted evidence, satisfactory in form and confirmation of the desire of existing subscribers to continue service at proposed rates which are satisfactory substance to the Administrator, of:
(a) the total number payment and discharge of such prospective and existing subscribers being at least 70 percent all indebtedness of the five year Borrower required to be paid and discharged with loan subscribers in each proposed exchange areafunds; and (b) the position of the Mortgage and any supplemental mortgages as the first and only lien against the System.
Appears in 1 contract
Samples: Telephone Loan Contract (Dobson Communications Corp)
