FairPoint Communications 2004 Annual Report Download - page 244

(m) Intercompany Subordination Agreement . The Borrower and each of its Subsidiaries shall have duly authorized, executed and
delivered a Subordination Agreement substantially in the form of Exhibit J hereto (as amended, restated, modified and/or supplemented from time to time in
accordance with the terms hereof and thereof, the “ Intercompany Subordination Agreement ”), and the Intercompany Subordination Agreement shall be in full
force and effect.
(n) Fees. The Borrower shall have paid to the Agents and the Lenders all Fees and expenses agreed upon by such parties to be paid
on or prior to the Initial Borrowing Date (for which, in the case of legal fees and expenses, the Borrower shall have received in advance a written invoice in
reasonable detail).
(o) Projections. On or prior to the Initial Borrowing Date, each of the Agents and the Lenders shall have received detailed projected
consolidated financial statements of the Borrower and its Subsidiaries for the period from the Initial Borrowing Date through the Term Loan Maturity Date (
“Projections”), which Projections shall (x) reflect the forecasted consolidated financial condition of the Borrower and its Subsidiaries after giving effect to the
Transaction and (y) be reasonably satisfactory in form and substance to the Agents.
4.02 Conditions Precedent to All Loans (other than RF Loans and Delayed-Draw B Term Loans Incurred to Finance an Optional Non-2008
Tender Offer Notes Redemption and RF Loans Incurred on the Redemption Date to Finance the Existing 2008 Senior Subordinated Notes Redemption) . The
obligation of each Lender to make Loans (including Loans made on the Initial Borrowing Date and on each Incremental B Term Loan Borrowing Date but
excluding (x) RF Loans and Delayed-Draw B Term Loans made to finance an Optional Non-2008 Tender Offer Notes Redemption, (y) RF Loans incurred on
the Redemption Date to finance the Existing 2008 Senior Subordinated Notes Redemption and (z) Mandatory Borrowings made after the Initial Borrowing
Date, which shall be made as provided in Section 1.01(e)), and of each Letter of Credit Issuer to issue Letters of Credit, is subject, at the time of the making of
each such Loan and the issuance of each such Letter of Credit, to the satisfaction of the following conditions:
(a) Notice of Borrowing. The Administrative Agent shall have received a Notice of Borrowing meeting the requirements of
Section 1.03 (or, in the case of a Swingline Loan, the notice referred to in Section 1.03(b)(i)) or a Letter of Credit Request meeting the requirements of Section
1A.03.
(b) No Default; Representations and Warranties. At the time of each making of Loans and each issuance of a Letter of Credit and
also after giving effect thereto, (i) there shall exist no Default or Event of Default and (ii) all representations and warranties made by any Credit Party contained
herein or in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had
been made on and as of the date of such Loans or issuance of such Letter of Credit, except to the extent that such representations and warranties expressly
relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date.
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