AGENT, ACTING
REASONABLY. THE FACILITY AGENT SHALL NOTIFY THE COMPANY AND THE LENDERS PROMPTLY
UPON BEING SO SATISFIED.
(D)
THE OBLIGATIONS OF THE C FACILITY LENDERS TO MAKE THE C FACILITY
AVAILABLE SHALL BE CONDITIONAL UPON THE FACILITY AGENT HAVING CONFIRMED TO THE
COMPANY THAT IT HAS RECEIVED (OR HAS WAIVED IN ACCORDANCE WITH THIS AGREEMENT,
THE REQUIREMENT TO RECEIVE) THE DOCUMENTS LISTED IN PART 7 OF SCHEDULE 4
(CONDITIONS PRECEDENT TO C FACILITY UTILISATION) AND THAT EACH IS SATISFACTORY,
IN FORM AND SUBSTANCE, TO THE FACILITY AGENT, ACTING REASONABLY. THE FACILITY
AGENT SHALL NOTIFY THE COMPANY AND THE C FACILITY LENDERS PROMPTLY UPON BEING SO
SATISFIED.
3.2
BASEBALL CONDITIONS PRECEDENT
The obligations of the Lenders to make the A1 Facility and the B1 Facility
available shall be conditional upon the Facility Agent having confirmed to
Baseball Cash Bidco that it has received (or has waived in accordance with this
Agreement, the requirement to receive) the documents listed in Part 2 of
Schedule 4 (Conditions Precedent to First Baseball Utilisation)
68
and that each is satisfactory, in form and substance, to the Facility Agent,
acting reasonably.
The Facility Agent shall notify Baseball Cash Bidco and the
Lenders promptly upon being so satisfied.
3.3
VANILLA CONDITIONS SUBSEQUENT
The Company shall procure (and each relevant Obligor shall ensure) that:
(A)
IMMEDIATELY AFTER THE FIRST UTILISATION, THE MERGER SUB AND NTL
SHALL HAVE FILED THE CERTIFICATION OF MERGER WITH THE SECRETARY OF STATE OF
DELAWARE AND THE ULTIMATE PARENT SHALL HAVE FILED THE CHARTER AMENDMENT AS SET
FORTH IN SECTION 2.01(B) OF THE MERGER AGREEMENT;
(B)
WITHIN 30 DAYS AFTER THE MERGER CLOSING DATE (OR EARLIER, TO THE
EXTENT REQUIRED BY ANY TIME-LIMIT PRESCRIBED BY LAW) ALL INITIAL SECURITY
DOCUMENTS SHALL HAVE BEEN REGISTERED OR FILED WITH ALL APPROPRIATE AUTHORITIES
TO THE EXTENT NECESSARY FOR THE PURPOSES OF PERFECTING THE SECURITY CREATED
THEREUNDER;
(C)
WITHIN 30 DAYS AFTER THE MERGER CLOSING DATE, THERE SHALL HAVE
BEEN DELIVERED TO THE FACILITY AGENT EACH OF THE DOCUMENTS LISTED IN PART 5 OF
SCHEDULE 4 (VANILLA CONDITIONS SUBSEQUENT DOCUMENTS) EACH IN FORM AND SUBSTANCE
SATISFACTORY TO THE FACILITY AGENT, ACTING REASONABLY; AND
(D)
USING ITS BEST ENDEAVOURS, WITHIN 90 DAYS OF THE STRUCTURING DATE,
SUCH MEMBERS OF THE TCN GROUP THAT ARE GUARANTORS AT SUCH TIME, SHALL TAKE ALL
REASONABLE ACTION TO PRODUCE AND DELIVER ALL NECESSARY WHITEWASH DOCUMENTS TO
ENSURE THAT THE EXTENT OF ITS GUARANTEE PROVIDED UNDER CLAUSE 29 (GUARANTEE AND
INDEMNITY) MAY BE EXTENDED TO INCLUDE ANY SUMS PAYABLE IN RESPECT OF THE B2
FACILITY, B3 FACILITY AND B4 FACILITY WITHOUT BREACHING AND HAVING SATISFIED THE
PROVISIONS OF SECTIONS 151 TO 158 OF THE ACT.
The Facility Agent shall notify the Company and the Lenders promptly upon being
so satisfied.
3.4
BASEBALL CONDITIONS SUBSEQUENT
The Baseball Cash Bidco shall procure (and the Company shall ensure) that as
soon as reasonably practicable and in any event within 90 days of the Baseball
Effective Date such members of the Baseball Group as shall be