Common use of Initial Loan Clause in Contracts

Initial Loan. The Lenders shall not be required to make the initial Loan hereunder unless the Borrower has furnished to the Administrative Agent (with sufficient copies for each Lender): (a) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdictions of incorporation. (b) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing (i) the execution of the Loan Documents to which the Borrower is a party and (ii) borrowings hereunder by the Borrower in an aggregate amount up to $325,000,000. (c) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (d) A certificate, signed by the chief financial officer of the Borrower, stating that on the Agreement Date no Event of Default or Unmatured Default has occurred and is continuing. (e) A written opinion of the Borrower’s counsel, addressed to the Lenders in substantially the form of Exhibit 4.1(e). (f) Any Notes requested by a Lender pursuant to Section 2.11 payable to the order of each such requesting Lender. (g) A payoff and termination letter (“Termination Letter”) from each Exiting Lender, evidencing the termination of its rights and obligations under the Existing Credit Agreement and repayment of all amounts owing such Exiting Lender thereunder. (h) Evidence satisfactory to the Administrative Agent of any required governmental approvals or consents regarding this Agreement. (i) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Loan. The Lenders shall not be required obligation of the leader to make the initial Loan hereunder unless loan on the Borrower has furnished first borrowing date shall be subject to the Administrative Agent (fulfillment prior to or contemporaneously with sufficient copies for each Lender): (a) Copies the making of such loan of the articles or certificate of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdictions of incorporation.following conditions precedent: (b) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing (i) the execution of the Loan Documents to which the Borrower is a party and (ii) borrowings hereunder by the Borrower in The Lender shall have received an aggregate amount up to $325,000,000. (c) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (d) A certificate, signed by the chief financial officer of the Borrower, stating that on the Agreement Date no Event of Default or Unmatured Default has occurred and is continuing. (e) A written opinion of legal counsel to ATII and each other Borrower as of such date, dated the Borrower’s counselfirst borrowing date, addressed in a form and substance satisfactory to the Lenders in substantially the form of Exhibit 4.1(e). (f) Any Notes requested by a Lender pursuant to Section 2.11 payable to the order of each such requesting Lender. (gii) A payoff Lender shall have received a certificate of a responsible officer of ATII and termination letter (“Termination Letter”each other Borrower as of such date, dated the first borrowing date, as to the authority of such Borrower(s) from each Exiting Lenderto execute, evidencing the termination of its rights deliver and obligations under the Existing Credit perform this Agreement and repayment of all amounts owing such Exiting Lender thereunderthe Note. (hiii) Evidence satisfactory The Lender shall have received a certificate of a responsible officer of ATII and each other Borrower as of such date, dated the first borrowing date, as to the Administrative Agent incumbency and signature of the officer or officers signing the Agreement, the Note and any required governmental approvals other certificate or consents regarding this Agreementother documents to be delivered pursuant thereto, together with evidence of the incumbency of each responsible officer. (iiv) Such other documents The Lender shall have received copies of all consolidated financial statements of ATII as any required by Lender. (v) The Lender shall have received copies, certified by a responsible officer of ATII to the satisfaction of Lender, of contracts in effect between one or its counsel may more Borrowers and Qwest and Primetec containing such terms as are customary for such business (including but not limited to pricing) in form and substance satisfactory to Lender. (vi) The Lender shall have reasonably requestedreceived copies, certified by a responsible officer of ATII to the satisfaction of Lender, of a [illegible] vendor financing facility in effect between one or more borrowers and Network Equipment Technologies, Inc. providing at least $1,000,000 of unrestricted borrowing availability and containing such terms as are customary (including but not limited to interest rates) in form and substance satisfactory to Lender.

Initial Loan. The Lenders shall not be required to make the initial Loan hereunder unless the Borrower has furnished to the Administrative Agent (with sufficient copies for each Lender): (a) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdictions of incorporation. (b) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing (i) the execution of the Loan Documents to which the Borrower is a party and (ii) borrowings hereunder by the Borrower in an aggregate amount up to $325,000,000400,000,000. (c) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (d) A certificate, signed by the chief financial officer of the Borrower, stating that on the Agreement Date no Event of Default or Unmatured Default has occurred and is continuing. (e) A written opinion of the Borrower’s counsel, addressed to the Lenders in substantially the form of Exhibit 4.1(e). (f) Any Notes requested by a Lender pursuant to Section 2.11 2.13 payable to the order of each such requesting Lender. (g) A payoff and termination letter (“Termination Letter”) from each Exiting Lender, evidencing the termination of its rights and obligations under the Existing Credit Agreement and repayment of all amounts owing such Exiting Lender thereunder. (h) Evidence satisfactory to the Administrative Agent of any required governmental approvals or consents regarding this Agreement. (i) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Loan. The Lenders shall not be required to make the initial Loan hereunder unless the Borrower has furnished to the Administrative Agent (with sufficient copies for each Lender): (a) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdictions of incorporation. (b) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing (i) the execution of the Loan Documents to which the Borrower is a party and (ii) borrowings hereunder by the Borrower in an aggregate amount up to $325,000,000450,000,000. (c) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (d) A certificate, signed by the chief financial officer of the Borrower, stating that on the Agreement Date no Event of Default or Unmatured Default has occurred and is continuing. (e) A written opinion of the Borrower’s counsel, addressed to the Lenders in substantially the form of Exhibit 4.1(e). (f) Any Notes requested by a Lender pursuant to Section 2.11 2.13 payable to the order of each such requesting Lender. (g) A payoff and termination letter (“Termination Letter”) from each Exiting Lender, evidencing the termination of its rights and obligations under the Existing Credit Agreement and repayment of all amounts owing such Exiting Lender thereunder. (h) Evidence satisfactory to the Administrative Agent of any required governmental approvals or consents regarding this Agreement. (i) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Loan. The obligation of the Lenders shall not be required to make the initial fund any Loan hereunder unless shall be subject to, in addition to the conditions precedent specified in Section 3.2, the following terms and conditions: (a) The Borrower has furnished shall have delivered to the Administrative Agent the following (each of the following documents being duly executed and delivered and in form and substance satisfactory to each Lender, and, with the exception of the Notes, each in a sufficient copies number of originals that each Lender, the Administrative Agent and its counsel may have an executed original of each document): (i) an executed counterpart of this Agreement and of all instruments, certificates and opinions referred to in this Article III not theretofore delivered (except the Borrowing Request, which is to be delivered at the time provided in Subsection 3.2(a) hereof); (ii) a Note for each Lender):; (aiii) Copies the Security Agreement, dated as of the articles or certificate of incorporation of the Borrower, together with all amendments thereto, and Effective Date; (iv) a certificate of good standing, each certified by the appropriate governmental officer in its jurisdictions of incorporation. (b) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing Borrower setting forth (i) resolutions of its board of directors authorizing the execution execution, delivery, and performance of the Loan Documents to which the Borrower it is a party and identifying the officers authorized to sign such instruments, (ii) borrowings hereunder specimen signatures of the officers so authorized, together with a certification of incumbency, and (iii) articles of incorporation of the Borrower certified by the appropriate Secretary of State as of a recent date, and (iv) code of regulations of the Borrower, certified as being accurate and complete; (v) a certificate of the existence and good standing for the Borrower in its state of incorporation or organization dated no earlier than fifteen (15) days prior to the Effective Date; (vi) opinions of counsel for the Borrower in form and substance satisfactory to the Administrative Agent; (vii) a Borrowing Request and a Borrowing Base Certificate dated as of the date of the first Loan, certified by the Chief Executive Officer, President, Secretary, Chief Financial Officer, or Treasurer of the Borrower; (viii) a certificate of no Default or Event of Default, certified by the Chief Executive Officer, President, Secretary, Chief Financial Officer or Treasurer of the Borrower; (ix) a copy of the MERS Agreement, duly executed by the Borrower; and (x) such other documents, instruments, certificates, and agreements (including, without limitation, Control Agreements, UCC, tax, and lien search results) as the Administrative Agent or its legal counsel may reasonably request at any time at or prior to the date of the initial Loan hereunder. (b) No Person, other than the Administrative Agent, holds any mortgage, pledge, lien, security interest, or other charge or encumbrance in, against or to any of the Mortgage Loans identified by the Borrower as Mortgage Collateral or included in an aggregate amount up to $325,000,000any computation of the Collateral Value of the Borrowing Base. (c) An incumbency certificate, executed The Administrative Agent shall have received evidence satisfactory to it that all filings and other actions necessary or desirable to perfect and protect the Liens created by the Secretary Security Instruments shall have been completed (including, without limitation, the filing of financing statements on form UCC-1 and filing of UCC-3 amendments or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrowertermination statements). (d) A certificate, signed by the chief financial officer of the Borrower, stating that on the Agreement Date no Event of Default or Unmatured Default has occurred The Borrower shall have paid all fees and is continuing. (e) A written opinion of the Borrower’s counsel, addressed reimbursements to the Lenders in substantially the form of Exhibit 4.1(e). (f) Any Notes requested by a Lender pursuant to Section 2.11 payable to the order of each such requesting Lender. (g) A payoff and termination letter (“Termination Letter”) from each Exiting Lender, evidencing the termination of its rights and obligations under the Existing Credit Agreement and repayment of all amounts owing such Exiting Lender thereunder. (h) Evidence satisfactory be paid to the Administrative Agent pursuant to any Loan Document, including the Fee Letter, or otherwise due the Administrative Agent and including reasonable fees and expenses of any required governmental approvals or consents regarding this Agreementthe Administrative Agent’s attorneys. (i) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Loan. The obligation of the Lenders shall not be required to make the initial fund any Loan hereunder unless shall be subject to, in addition to the conditions precedent specified in Section 3.2, the following terms and conditions: (a) The Borrower has furnished shall have delivered to the Administrative Agent the following (each of the following documents being duly executed and delivered and in form and substance satisfactory to each Lender, and, with the exception of the Notes, each in a sufficient copies number of originals that each Lender, the Administrative Agent and its counsel may have an executed original of each document): (i) an executed counterpart of this Agreement and of all instruments, certificates and opinions referred to in this Article III not theretofore delivered (except the Borrowing Request, which is to be delivered at the time provided in Subsection 3.2(a) hereof); (ii) a Note for each Lender):; (aiii) Copies the Security Agreement, dated as of the articles or certificate of incorporation of the Borrower, together with all amendments thereto, and Effective Date; (iv) a certificate of good standing, each certified by the appropriate governmental officer in its jurisdictions of incorporation. (b) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing Borrower setting forth (i) resolutions of its board of directors authorizing the execution execution, delivery, and performance of the Loan Documents to which the Borrower it is a party and identifying the officers authorized to sign such instruments, (ii) borrowings hereunder specimen signatures of the officers so authorized, together with a certification of incumbency, and (iii) articles of incorporation of the Borrower certified by the appropriate Secretary of State as of a recent date, and (iv) code of regulations of the Borrower, certified as being accurate and complete; (v) a certificate of the existence and good standing for the Borrower in its state of incorporation or organization dated no earlier than fifteen (15) days prior to the Effective Date; (vi) opinions of counsel for the Borrower and the Guarantor in form and substance satisfactory to the Administrative Agent; (vii) a Borrowing Request and a Borrowing Base Certificate dated as of the date of the first Loan, certified by the Chief Executive Officer, President, Secretary, Chief Financial Officer, or Treasurer of the Borrower; (viii) a certificate of no Default or Event of Default, certified by the Chief Executive Officer, President, Secretary, Chief Financial Officer or Treasurer of the Borrower; (ix) a copy of the MERS Agreement, duly executed by the Borrower; (x) a payoff and estoppel letter in form and substance satisfactory to the Administrative Agent from Guaranty Bank, FSB; and (xi) such other documents, instruments, certificates, and agreements (including, without limitation, Control Agreements, UCC, tax, and lien search results) as the Administrative Agent or its legal counsel may reasonably request at any time at or prior to the date of the initial Loan hereunder. (b) No Person, other than the Administrative Agent, holds any mortgage, pledge, lien, security interest, or other charge or encumbrance in, against or to any of the Mortgage Loans identified by the Borrower as Mortgage Collateral or included in an aggregate amount up to $325,000,000any computation of the Collateral Value of the Borrowing Base. (c) An incumbency certificate, executed The Administrative Agent shall have received evidence satisfactory to it that all filings and other actions necessary or desirable to perfect and protect the Liens created by the Secretary Security Instruments shall have been completed (including, without limitation, the filing of financing statements on form UCC-1 and filing of UCC-3 amendments or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrowertermination statements). (d) A certificate, signed by the chief financial officer of the Borrower, stating that on the Agreement Date no Event of Default or Unmatured Default has occurred The Borrower shall have paid all fees and is continuing. (e) A written opinion of the Borrower’s counsel, addressed reimbursements to the Lenders in substantially the form of Exhibit 4.1(e). (f) Any Notes requested by a Lender pursuant to Section 2.11 payable to the order of each such requesting Lender. (g) A payoff and termination letter (“Termination Letter”) from each Exiting Lender, evidencing the termination of its rights and obligations under the Existing Credit Agreement and repayment of all amounts owing such Exiting Lender thereunder. (h) Evidence satisfactory be paid to the Administrative Agent pursuant to any Loan Document, the Fee Letter, or otherwise due the Administrative Agent and including reasonable fees (not to exceed the amount set forth in the Fee Letter) and expenses of any required governmental approvals or consents regarding this Agreementthe Administrative Agent’s attorneys. (i) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Loan. The obligation of the Lenders shall not be required to make the initial Loan Loans hereunder unless (which initial Loans will include the Borrower has furnished purchase, renewal and rearrangement of the Debt outstanding under the Prior Credit Agreement and the assumption of the obligations under all Letters of Credit outstanding under the Prior Credit Agreement) is subject to the receipt by the Administrative Agent of the following documents and satisfaction of the other conditions provided in this Section 6.01, each of which shall be satisfactory to the Administrative Agent (with sufficient copies for each Lender):in form and substance unless otherwise indicated: (a) Copies A certificate of the Secretary or Assistant Secretary of the Company setting forth (i) that the resolutions of its board of directors attached to such certificate are in full force and effect with respect to the authorization of the execution, delivery and performance of the obligations contained in the Notes, this Agreement and the other Security Instruments to which it is a party, (ii) that the officers of the Company specified in such Secretary's Certificate are authorized to sign this Agreement, the Notes, and the other Security Instruments to which it is a party and who, until replaced by another officer or officers duly authorized for that purpose, will act as the Company's representative(s) for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Security Instruments to which it is a party and the transactions contemplated hereby and thereby, (iii) specimen signatures of the officers so authorized, and (iv) that attached to such certificate are true and complete copies of the certificate of incorporation and the bylaws of the Company. The Agents and the Lenders may conclusively rely on such certificate until the Administrative Agent receives notice in writing from the Company to the contrary. (b) A certificate of the Secretary or Assistant Secretary of each Guarantor setting forth (i) that the resolutions of its board of directors attached to such certificate are in full force and effect with respect to the authorization of the execution, delivery and performance of the obligations contained in the Security Instruments to which it is a party, (ii) that the officers of such Guarantor specified in such Secretary's Certificate are authorized to sign the Security Instruments to which it is a party and who, until replaced by another officer or officers duly authorized for that purpose, will act as its representative(s) for the purposes of signing documents and giving notices and other communications in connection with such Security Instruments and the transactions contemplated thereby, (iii) specimen signatures of the officers so authorized, and (iv) that attached to such certificate are true and complete copies of the articles or certificate of incorporation and the bylaws of such Guarantor. The Agents and the Borrower, together with all amendments thereto, and a Lenders may conclusively rely on such certificate of good standing, each certified by until the appropriate governmental officer Administrative Agent receives notice in its jurisdictions of incorporation. (b) Copies, certified by writing from such Guarantor to the Secretary or Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing (i) the execution of the Loan Documents to which the Borrower is a party and (ii) borrowings hereunder by the Borrower in an aggregate amount up to $325,000,000contrary. (c) An incumbency certificateThe Notes, executed by the Secretary or Assistant Secretary of Guaranty Agreements, the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents, upon which certificate the Administrative Agent IFC Assignment Documents and the Lenders shall be entitled to rely until informed of any change in writing by the Borrowerother Security Instruments listed on Exhibit F, each duly completed and executed. (d) A certificate, signed by the chief financial officer of the Borrower, stating that on the Agreement Date no Event of Default or Unmatured Default has occurred and is continuing.The following legal opinions: (ei) A written An opinion of Akin, Gump, Strauss, ▇▇▇▇▇ & ▇▇▇▇, L.L.P., counsel to United Meridian and its Subsidiaries, including the Borrower’s counselCompany, addressed to the Lenders substantially in substantially the form of Exhibit 4.1(e). B; and (fii) Any Notes An opinion of Gide Loyrette Nouel, special Cote d'Ivoire counsel to UMC-CI-11, addressing such matters as may be reasonably requested by a Lender pursuant to Section 2.11 payable to the order of each such requesting Lender. (g) A payoff and termination letter (“Termination Letter”) from each Exiting Lender, evidencing the termination of its rights and obligations under the Existing Credit Agreement and repayment of all amounts owing such Exiting Lender thereunder. (h) Evidence satisfactory to the Administrative Agent of any required governmental approvals or consents regarding this AgreementAgent. (i) Such other documents as any Lender or its counsel may have reasonably requested.