Utilisation 4.1 On the Initial Closing Date, the Expenses Loan Provider made an Advance in the aggregate amount of £45,650,000 (the Initial Advance) to Loan Note Issuer No.1, which shall be deemed to be three separate Advances as follows:
(a) the first advance being in the amount of £35,000,000 for the credit of the Series Cash Reserve Account (the First Advance);
(b) the second advance being in the amount of £8,750,000 for the credit of the Programme Reserve Account (the Second Advance); and
(c) the third advance being in the amount of £1,900,000 for the credit of the Loan Note Issuer No.1 Distribution Account (the Third Advance, and together with the First Advance and the Second Advance, the 2013 Advances).
4.2 Loan Note Issuer No.1 may utilise the Facility on any Closing Date by delivering to the Expenses Loan Provider by no later than the close of business on the Business Day prior to such Closing Date a Utilisation Request.
4.3 Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:
(a) the proposed Utilisation Date is a Business Day which corresponds with a Closing Date; and
(b) it specifies the amount of each Advance to be made pursuant to the Utilisation Request.
4.4 One or more Advances may be requested in each Utilisation Request.
4.5 Loan Note Issuer No.1 is deemed to repeat the representations set out in Clause9 (Representations of Loan Note Issuer No.1 and the Expenses Loan Provider) on the date of each Utilisation Request.
4.6 If the Expenses Loan Provider decides, in its absolute discretion, to make an Advance pursuant to the Utilisation Request, the Expenses Loan Provider will deliver to Loan Note Issuer No. 1, by no later than the close of business on the Business Day prior to the Closing Date on which such Advance is to be made, a Utilisation Notice specifying the terms on which the Advance will be made including, without limitation, the Applicable Margin in respect of each Advance. A Utilisation Notice may specify the terms of one or more Advances requested pursuant to a Utilisation Request.
4.7 The Expenses Loan Provider may also specify in a Utilisation Notice any increase which it proposes to make to the Facility Limit.
4.8 By no later than the close of business on the Business Day prior to the Closing Date on which an Advance is to be made, Loan Note Issuer No.1 will deliver a Utilisation Confirmation to the Expenses Loan Provider confirming the terms of each Advance and the increase in the Facility Limit (if any) as set out in the Utilisation Notice.
4.9 On the Closing Date on which an Advance is to be made following the receipt of a Utilisation Confirmation and if such Advance is subject to scheduled principal repayments, the Expenses Loan Provider will deliver to Loan Note Issuer No.1 an amortisation schedule in substantially the form of Schedule 2 (Pro-forma Amortisation Schedule) attached hereto setting out the Repayment Amounts to be paid in relation to each such Advance as well as clearly specifying the Initial Interest Payment Date in relation to such Advance (the Amortisation Schedule) provided that (a) in respect of the Third Advance, the Expenses Loan Provider will deliver to Loan Note Issuer No.1 an amortisation schedule in substantially the form of Schedule 1 (Third Advance Amortisation Schedule) (the Third Advance Amortisation Schedule), (b) in respect of the First Advance, the Final Repayment Date shall be the Interest Payment Date in May 2018, and (c) in respect of the Second Advance, the Final Repayment Date shall be the Interest Payment Date in May 2020.
4.10 Advances made under this Agreement will not be consolidated.
Completion of a Utilisation Request (a) Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:
(i) the proposed Utilisation Date is a Business Day within the Availability Period;
(ii) the currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount); and
(iii) the proposed Interest Period complies with Clause 9 (Interest Periods).
(b) Only one Loan may be requested in each Utilisation Request.
Conditions of Utilisation 4.1 Initial conditions precedent
Conditions Precedent to the Initial Extension of Credit The obligation of each Lender to make the initial extensions of credit provided for hereunder is subject to the fulfillment, to the satisfaction of Agent and each Lender, of each of the conditions precedent set forth on Schedule 3.1 to this Agreement (the making of such initial extensions of credit by a Lender being conclusively deemed to be its satisfaction or waiver of the conditions precedent).
Conditions Precedent to Borrowing The obligation of the Liquidity Provider to make an Advance on the occasion of each Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred and, prior to the date of such Borrowing, the Borrower shall have delivered a Notice of Borrowing which conforms to the terms and conditions of this Agreement and has been completed as may be required by the relevant form of the Notice of Borrowing for the type of Advances requested.
Conditions to the Initial Loans No Lender shall be obligated to make any Loan or incur any Letter of Credit Obligations on the Closing Date, or to take, fulfill, or perform any other action hereunder, until the following conditions have been satisfied or provided for in a manner satisfactory to Agent, or waived in writing by Agent and Lenders:
Costs of Utilisation 8 Interest
8.1 Calculation of interest The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:
Conditions Precedent to Each Borrowing The obligation of each Bank to make an Advance on the occasion of each Borrowing to any Borrower (including the initial Borrowing) shall be subject to the further conditions precedent that on the date of such Borrowing:
(a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by a Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by such Borrower that on the date of such Borrowing such statements are true):
(i) The representations and warranties contained in Section 4.01 (excluding those contained in the second sentence of subsection (e) and in subsection (f) thereof), and if such Borrowing is by CFSC, CIF or CFKK, Section 4.02, are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and
(ii) No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes an Event of Default with respect to any Borrower; and
(b) the Agent shall have received such other approvals, opinions or documents as any Bank through the Agent may reasonably request.
Conditions Precedent to Disbursement Agency’s obligation to disburse Grant Funds to Grantee under this Grant is subject to satisfaction of each of the following conditions precedent:
7.2.1 Agency has received sufficient funding, appropriations, expenditure limitation, allotments or other necessary expenditure authorizations to allow Agency, in the exercise of its reasonable administrative discretion, to make the disbursement from the Funding Source;
7.2.2 No default as described in Section 15 has occurred; and
7.2.3 Grantee’s representations and warranties set forth in Section 8 are true and correct on the date of disbursement(s) with the same effect as though made on the date of disbursement.
Conditions Precedent to the Initial Advance The obligation of the Lender Group (or any member thereof) to make the initial Advance is subject to the fulfillment, to the satisfaction of Agent, each Lender, and their respective counsel, of each of the following conditions on or before the Closing Date:
(a) the Closing Date shall occur on or before October 15, 1998;
(b) Agent shall have received all financing statements and fixture filings required by the Lender Group, duly executed by Borrower, and Agent shall have searches reflecting the filing of its financing statements with the Secretary of the Commonwealth of Massachusetts and the City Clerk of Quincy, Massachusetts;
(c) Agent shall have received each of the following documents, duly executed, and each such document shall be in full force and effect:
(i) the Disbursement Letter;
(ii) the Pay-Off Letter;
(iii) the Suretyship Agreement;
(iv) the Fee Letter;
(v) the Agents' Side Letter;
(vi) the Intercompany Subordination Agreement;
(vii) the Stock Pledge Agreement;
(viii) Termination statements relative to all financing statements filed by Sprint Communications;
(ix) WorldCom Subordination Agreement (or termination statements relative to all financing statements filed by WorldCom Network Services, Inc. dba WilTel, Inc.);
(x) the Hale Xxxordination Agreement;
(xi) the Customer List Escrow Agreement; and 39
(d) Agent shall have received a certificate from the Secretary of each Borrower attesting to the resolutions of such Borrower's Board of Directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which such Borrower is a party and authorizing specific officers of such Borrower to execute the same;
(e) Agent shall have received copies of each Borrower's Governing Documents, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of such Borrower;
(f) Agent shall have received a certificate of status with respect to each Borrower, dated as of a date within a reasonable proximity to the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Borrower, which certificate shall indicate that such Borrower is in good standing in such jurisdiction;
(g) Agent shall have received certificates of status with respect to each Borrower, each dated as of a date within a reasonable proximity to the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Borrower is in good standing in such jurisdictions;
(h) Agent shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.10, the form and substance of which shall be satisfactory to Agent, each Lender, and their respective counsel;
(i) Agent shall have received the Closing Date Business Plan certified by an officer of Borrower as being such officer's good faith best estimate of the financial performance of Borrower during the period covered thereby;
(j) Agent shall have received a Collateral Access Agreement relative to Borrower's location in Quincy, Massachusetts;
(k) Agent shall have received opinions of Borrower's counsel in form and substance satisfactory to Agent and each Lender in their sole discretion;
(l) Agent and Agent's counsel shall have been provided with a copy of each Carrier Agreement in respect of a Material Carrier, the Bell Xxxantic Interconnection Agreement, and each agreement in respect of any Indefeasible Right to Use granted to Borrower, certified by an officer of Borrower as true, correct, and complete, and Agent shall have had a reasonable opportunity to review each such Carrier Agreement;
(m) Agent shall have received a certificate from an officer of each Borrower certifying that all tax returns required to be filed such Borrower have been timely filed and all taxes upon such Borrower or its properties, assets, income, and franchises (including real property taxes and payroll taxes) have been paid prior to delinquency, except 40 such taxes that are the subject of a Permitted Protest;
(n) Agent shall have received a certificate from an officer of each Borrower certifying that to the best of such Borrower's knowledge there are no outstanding complaints against any Borrower made to any public utilities commission in any jurisdiction in which any Borrower operates, except such complaints that have been fully disclosed to the Lenders and are satisfactory to Agent and the Lenders;
(o) Agent shall have received a letter from Chase Equipment Leasing, Inc. ("Chase"), in form and substance satisfactory to each Lender, acknowledging that Chase's liens in the Equipment leased by Borrower from Chase does not extend to the Accounts generated by such Equipment;
(p) Agent shall have received payment of all accrued and unpaid Lender Group Expenses;
(q) Agent shall have received a certificate from an officer of each Borrower certifying that there has been no Material Adverse Change in the financial condition of such Borrower or the Collateral since July 31, 1998; and
(r) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance satisfactory to Agent, each Lender, and their respective counsel.
