Common use of Utilisation Conditions Clause in Contracts

Utilisation Conditions. Save as otherwise provided herein, a Swingline Advance will be made by the Lenders to a Borrower at the request of such Borrower, if: (a) the Closing Date has occurred; (b) not later than 10 a.m. on the relevant Notification Date, the Facility Agent has received a completed Utilisation Request from the Co-ordinator; (c) the proposed Utilisation Date: (i) is the first Specified Business Day of a calendar week; and (ii) does not fall in the period commencing on (and including) each Information Date to (and including) the Settlement Date following such Information Date; (d) the Borrower is: (i) in the case of a Swingline Advance to be made under the Italian Tranche, an Eligible Italian Borrower; or (ii) in the case of a Swingline Advance to be made under the Euro Tranche, Xxxxx or a Borrower SPV other than an Eligible Italian Borrower; (e) the proposed amount of such Swingline Advance is: (i) an amount equal to at least €1,000,000, provided that the aggregate of the Euro amount of all Swingline Advances on such Utilisation Date shall be equal to at least €3,000,000; or (ii) if less, equal to the Available Facility; (f) the aggregate amount of all outstanding Advances to the relevant Borrower, together with the proposed amount of such Swingline Advance, does not exceed the Borrowing Base of such Borrower; (g) the aggregate amount of all outstanding Advances to all Borrowers together with the proposed amount of such Swingline Advance does not exceed the Total Borrowing Base; (h) on and as of the proposed Utilisation Date (i) no Default is continuing or would result from the proposed Advance and (ii) the Repeating Representations are true in all material respects, provided that the Facility Agent may assume that this condition has been satisfied unless it has received any notification to the contrary from the Co-ordinator prior to the Utilisation Date; (i) immediately following the making of such Swingline Advance: (i) the aggregate outstanding amount of all Advances under each Tranche would not exceed the aggregate amount of each Lender’s Commitment in relation to such Tranche; and (ii) the amount of the Outstandings would not exceed the amount of the Total Commitments at such time; (j) following the Settlement Date in December 2012, each Related Opco shall only have the right to request Advances as provided in paragraph (e) of Clause 18.14 (SPVs); and (k) no Borrower may request more than one Swingline Advance per week.

Utilisation Conditions. Save as otherwise provided herein, a Swingline Revolving Advance will be made by the Lenders to a Borrower at the request of such Borrower, if: (a) the Closing Date has occurred; (b) not later than 10 a.m. on the relevant Notification day falling three Business Days prior to the proposed Utilisation Date, the Facility Agent has received a completed Utilisation Request from the Co-ordinator; (c) not later than 2 p.m. on the proposed Utilisation relevant Reporting Date: (i) is , the first Specified Business Day of a calendar week; and (ii) does not fall in Facility Agent has received the period commencing on (and including) each Information Date relevant Asset Report relating to (and including) such Borrower from the Settlement Date following such Information DateCo-ordinator; (d) the Borrower is: (i) in the case of a Swingline Revolving Advance to be made under the Italian Tranche, an Eligible Italian Borrower; or (ii) in the case of a Swingline Revolving Advance to be made under the Euro Tranche, Xxxxx or a Borrower SPV other than an Eligible Italian Borrower; (e) the proposed Utilisation Date: (i) in the case of any Revolving Advance to be made for any purpose set forth in paragraph (a) of Clause 2.2 (Purpose), is the first Utilisation Date; and (ii) in the case of any Revolving Advance to be made for the purpose set forth in paragraph (b) of Clause 2.2 (Purpose), is a Specified Business Day after the first Utilisation Date within the Availability Period provided that Revolving Advances will only be made on the Settlement Date, unless the Majority Lenders otherwise agree; (f) the proposed amount of such Swingline Revolving Advance is: (i) an amount equal to at least €1,000,000, provided that the aggregate of the Euro amount of all Swingline Revolving Advances on such Utilisation Date shall be equal to at least €3,000,000; or (ii) if less, equal to the Available Facility; (fg) the aggregate amount of all outstanding Advances to the relevant Borrower, together with the proposed amount of such Swingline Revolving Advance, does not exceed the Borrowing Base of such Borrower; (gh) the aggregate amount of all outstanding Advances to all Borrowers together with the proposed amount of such Swingline Revolving Advance does not exceed the Total Borrowing Base; (hi) (in respect of a Revolving Advance other than a Rollover Advance) the interest rate applicable to such Revolving Advance during its Term would not fall to be determined pursuant to Clause 8.2 (Market Disruption); (j) on and as of the proposed Utilisation Date (i) in the case of a Rollover Advance, no Event of Default is continuing or would result from the proposed Utilisation and, in the case of any other Advance, no Default is continuing or would result from the proposed Advance and (ii) the Repeating Representations are true in all material respects, provided that the Facility Agent may assume that this condition has been satisfied unless it has received any notification to the contrary from the Co-ordinator prior to the Utilisation Date; (ik) on and as of the proposed Utilisation Date in relation to a Rollover Advance, no declaration of acceleration of any Advance, nor cancellation of any Commitment shall have been made pursuant to Clause 11 (Cancellation and Prepayment); (l) immediately following the making of such Swingline Revolving Advance: (i) the aggregate outstanding amount of all Advances under each Tranche would not exceed the aggregate amount of each Lender’s Commitment in relation to such Tranche; and (ii) the amount of the Outstandings would not exceed the amount of the Total Commitments at such time;; and (jm) following the Settlement Date in December 2012, each Related Opco shall only have the right to request Advances as provided in paragraph (e) of Clause 18.14 (SPVs); and (k) no Borrower may request more than one Swingline Advance per week.

Utilisation Conditions. Save as otherwise provided herein, a Swingline Advance will be made by the Lenders to If a Borrower at requests an Advance in accordance with the request preceding provisions of this Clause 5 and, on the proposed date for the making of such Borrower, ifAdvance: (a) where such Advance is a Revolving Facility Advance, the Closing Term Facility has been or will simultaneously be utilised in full; (b) where such Advance is a Bridge Facility Advance, the Term Facility has been or will simultaneously be utilised in full; (c) the Unconditional Date has occurred; (b) not later than 10 a.m. on the relevant Notification Date, the Facility Agent has received a completed Utilisation Request from the Co-ordinator; (c) the proposed Utilisation Date: (i) is the first Specified Business Day of a calendar week; and (ii) does not fall in the period commencing on (and including) each Information Date to (and including) the Settlement Date following such Information Date; (d) the Borrower is: (i) in Original Euro Amount of such Advance does not exceed the case of a Swingline Advance to be made under the Italian Tranche, an Eligible Italian Borrower; or (ii) in the case of a Swingline Advance to be made under the Euro Tranche, Xxxxx or a Borrower SPV other than an Eligible Italian Borrowerrelevant Available Facility; (e) there would not, immediately after the proposed amount making of such Swingline Advance, be more than 10 Term Facility Advances, 10 Revolving Facility Advances and 5 Bridge Facility Advances outstanding (no Advance is: made by a single Lender under sub-paragraphs (ib)(i)(2) and (b)(i)(3) of 5.3 (Conditions for Utilisation in an amount equal to at least €1,000,000, provided that the aggregate of the Euro amount of all Swingline Advances on such Utilisation Date Optional Currency) shall be equal to at least €3,000,000; or (ii) if less, equal to taken into account when calculating the Available Facilitynumber of Advances); (f) the aggregate amount of all outstanding Advances to the relevant Borrower, together with the proposed amount of such Swingline Advance, does not exceed the Borrowing Base of such Borrower; (g) the aggregate amount of all outstanding Advances to all Borrowers together with the proposed amount of such Swingline Advance does not exceed the Total Borrowing Base; (h) on and as of the proposed Utilisation Date date for the making of such Advance (i) no Event of Default or (save in relation to a Rollover Advance) Potential Event of Default is continuing or would occur as a result from of the proposed making of such Advance and (ii) the Repeating Repeated Representations are true in all material respects, provided that the Facility Agent may assume that this condition and (iii) no event mentioned in Clause 13.5 (Change of Control) has been satisfied unless it has received any notification to the contrary from the Co-ordinator prior to the Utilisation Date;occurred, and (ig) immediately following the making of such Swingline Advance: (i) the aggregate outstanding amount of all Advances under each Tranche would not exceed the aggregate amount of each Lender’s Commitment save in relation to such Tranche; and (iia Rollover Advance) the amount Agent has not received notice in writing from the Company that the financial covenants set out in Clause 20 (Financial Condition) will not be complied with at the end of the Outstandings would not exceed Relevant Period next ending after the amount of the Total Commitments at proposed Utilisation Date for such time; (j) following the Settlement Date Advance, then save as otherwise provided herein, such Advance will be made in December 2012, each Related Opco shall only have the right to request Advances as provided in paragraph (e) of Clause 18.14 (SPVs); and (k) no Borrower may request more than one Swingline Advance per weekaccordance with this Agreement.