Common use of Certain Funds Period Clause in Contracts

Certain Funds Period. During the Certain Funds Period, the obligation of each Lender to make the Initial Loans is subject to the satisfaction (or waiver pursuant to Section 10.01) of only the following conditions precedent: (a) The Administrative Agent shall have received a Committed Loan Notice in accordance with the requirements hereof. (b) The Administrative Agent shall have received a certified copy of the Acquisition Documents corresponding in all material respects to the terms and conditions set out in the Press Release or Offer Press Release (as applicable), save to the extent otherwise required by the Takeover Panel; (c) Delivery to the Administrative Agent of a certificate signed by a duly authorized officer of Borrower confirming, if the Scheme has not been switched to an Offer, the Scheme Effective Date shall have occurred and the Administrative Agent shall have received certified copies of (i) the Court Order, (ii) the shareholder resolutions referred to in and in the form set out in the Initial Scheme Document, and (iii) the confirmation-of-receipt stamp with respect to the registration of the Court Order from Companies House (or a copy of the cover letter from Target’s solicitors delivering the Court Order to Companies House for registration, with confirmation of receipt by Companies House affixed); if the Scheme has been switched to an Offer, the Offer Unconditional Date shall have occurred and, in either case, there shall not have been any material amendment, supplement or modification of the Acquisition Conditions Precedent, or waiver of the Acceptance Condition or the Anti-Trust Condition, not consented to by the Arrangers, other than (x) a waiver of the Acceptance Condition to permit the Offer to become unconditional with acceptance of Target Shares in an aggregate amount of not less than 75% of the Target Shares or (y) any amendments, supplements, modifications or waivers required by the Panel on Takeovers and Mergers, the High Court of England and Wales or any applicable Law. (d) The Major Representations shall be true and correct in all material respects except, in the case of a Major Representation which is qualified as to “materiality” or “Material Adverse Effect”, in all respects. (e) No breach of any Major Covenant has occurred and is continuing or would immediately result from the making of the Initial Loans. (f) No Major Default has occurred and is continuing or would immediately result from the making of the Initial Loans. (g) There shall not be in effect any injunction or restraining order of any applicable Governmental Authority having jurisdiction to issue such injunction or restraining order prohibiting the making of the Initial Loans or the use of the proceeds thereof. (h) All fees and expenses required to be paid hereunder, under the Fee Letter and invoiced at least three business days prior to the Closing Date shall have been paid in full in cash or will be paid on the Closing Date out of the initial Credit Extension. (i) The Effective Date shall have occurred. (j) A Change of Control shall not have occurred.

Certain Funds Period. During the Certain Funds Period, the obligation of each Lender to make the Initial Term Loans and Acquisition Revolving Loans is subject to the satisfaction (or waiver pursuant to Section 10.0110.02) of only the following conditions precedent: (a) The Administrative Agent shall have received a Committed Loan Notice Borrowing Request in accordance with the requirements hereof. (b) The Administrative Agent shall have received a certified copy of the Acquisition Documents corresponding in all material respects to the terms and conditions set out in the Press Release or Offer Press Release (as applicable), save to the extent otherwise required by the Takeover Panel; (c) Delivery to the Administrative Agent of a certificate signed by a duly authorized officer of Borrower confirming, if as of the Closing Date, the satisfaction (unless waived by the Required Lenders) of the conditions specified in clauses (c), (d), (e), (f), (g), and (k) of this Section 4.02. (c) If the Scheme has not been switched to an Offer, the Scheme Effective Date shall have occurred and the Administrative Agent shall have received certified copies of (i) the Court Ordercourt order confirming sanction of the Scheme, (ii) the shareholder resolutions referred to in and in the form set out in the Initial Scheme DocumentCircular, and (iii) the confirmation-of-receipt stamp with respect to the registration of the Court Order court order from Companies House (or a copy of the cover letter from Target’s solicitors delivering the Court Order court order to Companies House for registration, with confirmation of receipt by Companies House affixed); if the Scheme has been switched to an Offer, the Offer Unconditional Date shall have occurred and, in either case, there shall not have been any material amendment, supplement or modification of the Acquisition Conditions Precedent, or waiver of the Acceptance Condition or the Anti-Trust trust Condition, not consented to by the Lead Arrangers, other than (x) a waiver of the Acceptance Condition to permit the Offer to become unconditional with acceptance of Target Shares in an aggregate amount of not less than 7550.1% of the Target Shares or (y) any amendments, supplements, modifications or waivers required by the Panel on Takeovers and Mergers, the High Court of England and Wales or any applicable Lawlaw. (d) The Major Representations There shall not have occurred and be true and correct in all material respects except, in the case continuing a breach of a any Major Representation which is qualified as to “materiality” or “Material Adverse Effect”, in all respectsany material respect. (e) No There shall not have occurred and be continuing a breach of any Major Covenant has occurred and is continuing or would immediately result from the making a voluntary breach of the Initial LoansSection 6.02. (f) No At the time of and immediately after giving effect to the Term Loans or such Acquisition Revolving Loans, as the case may be, no Major Default has shall have occurred and is continuing or would immediately result from the making of the Initial Loansbe continuing. (g) The Lead Arrangers shall have received reasonably satisfactory evidence that the Equity Financing has been appropriately deposited, is freely available for, and is sufficient, together with the proceeds of Term Loans and the Acquisition Revolving Loans, for the purposes of funding UK Holdco for the purposes of the completion of the Acquisition. (h) The Lead Arrangers and the Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoices have been presented therefor at least one Business Day prior to the Closing Date, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid any Loan Party under any Loan Document on or prior to the Closing Date. (i) [Reserved.] (j) If the Scheme has been switched to an Offer, the Administrative Agent shall have received copies of the appointment of a receiving agent. (k) There shall not be in effect any injunction or restraining order of any applicable Governmental Authority having jurisdiction to issue such injunction or restraining order prohibiting the making of the Initial Term Loan or the Acquisition Revolving Loans or the use of the proceeds thereof. (h) All fees , and expenses required to be paid hereunder, under the Fee Letter and invoiced at least three business days prior to the Closing Date shall have been paid in full in cash or will be paid on the Closing Date out of the initial Credit Extension. (i) The Effective Date shall have occurred. (j) A Change of Control it shall not have occurredbe unlawful for the relevant Lender to make its Term Loan or Acquisition Revolving Loan.

Certain Funds Period. During Notwithstanding any other provision of this Agreement or any Loan Document, during the Certain Funds Period none of the New Loan Lenders shall: (a) refuse to participate in or make available any New Loan, provided that the conditions in paragraph (a) - (j) (inclusive) of Clause 3 (Conditions to Effectiveness and Availability) above has been satisfied or waived in accordance with Clause 3 (Conditions to Effectiveness and Availability); (b) be entitled to take any action or exercise any right to rescind, terminate or cancel this Agreement or any Loan Document (or any provision hereof or obligation hereunder) or any New Loan or New Loan Commitments; (c) exercise any right of set-off or counterclaim in respect of any New Loan Lender or New Loan Commitment; (d) accelerate any New Loan or otherwise demand or require repayment or prepayment of any sum from (or take any other action against) any Loan Party; (e) enforce (or instruct the Administrative Agent to enforce) any Security Interest granted by or over any member of the Group; or (f) take any other action, exercise any right or make or enforce any claim which would directly or indirectly prevent any New Loan from being made, unless at any time the condition in paragraphs (k) of Clause 3 (Conditions to Effectiveness and Availability) above is not satisfied above, provided that, immediately upon the expiry of the Certain Funds Period, the obligation of each Lender to make the Initial Loans is subject all such rights, remedies and entitlements shall be available to the satisfaction (or waiver pursuant to Section 10.01) of only the following conditions precedent: (a) The Administrative Agent shall have received a Committed New Loan Notice in accordance with the requirements hereof. (b) The Administrative Agent shall have received a certified copy of the Acquisition Documents corresponding in all material respects to the terms and conditions set out in the Press Release or Offer Press Release (as applicable)Lender, save to the extent otherwise required by the Takeover Panel; (c) Delivery to the Administrative Agent of a certificate signed by a duly authorized officer of Borrower confirming, if the Scheme has not been switched to an Offer, the Scheme Effective Date shall have occurred and the Administrative Agent shall have received certified copies of (i) the Court Order, (ii) the shareholder resolutions referred to in and in the form set out in the Initial Scheme Document, and (iii) the confirmation-of-receipt stamp with respect to the registration of the Court Order from Companies House (or a copy of the cover letter from Target’s solicitors delivering the Court Order to Companies House for registration, with confirmation of receipt by Companies House affixed); if the Scheme has been switched to an Offer, the Offer Unconditional Date shall have occurred and, in either case, there shall notwithstanding that they may not have been any material amendmentused or been available for use during the Certain Funds Period. CREDIT SUISSE AG, supplement or modification CAYMAN ISLANDS BRANCH, as Administrative Agent By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title Authorized Signatory By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title Authorized Signatory LENDERS: ROYAL BANK OF CANADA, as a Term B-6 Lender and a Term B-7 Lender By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Managing Director Head of the Acquisition Conditions PrecedentLeveraged Finance CREDIT SUISSE AG, or waiver of the Acceptance Condition or the Anti-Trust ConditionNEW YORK BRANCH, not consented to by the Arrangersas a Term B-6 Lender and a Term B-7 Lender By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Authorized Signatory By: /s/ Xxxxxxx Xxxxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxxxx Title: Authorized Signatory CITIBANK, other than (x) N.A., as a waiver of the Acceptance Condition to permit the Offer to become unconditional with acceptance of Target Shares in an aggregate amount of not less than 75% of the Target Shares or (y) any amendmentsTerm B-6 Lender and a Term B-7 Lender By: /s/ Ciaran Small Name: Ciaran Small Title: Vice President XXXXXXX SACHS BANK USA, supplementsas a Term B-6 Lender and a Term B-7 Lender By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Authorized Signatory JPMORGAN CHASE BANK, modifications or waivers required by the Panel on Takeovers N.A., as a Term B-6 Lender and Mergers, the High Court of England and Wales or any applicable Law. (d) The Major Representations shall be true and correct in all material respects except, in the case of a Major Representation which is qualified as to “materiality” or “Material Adverse Effect”, in all respects. (e) No breach of any Major Covenant has occurred and is continuing or would immediately result from the making of the Initial Loans. (f) No Major Default has occurred and is continuing or would immediately result from the making of the Initial Loans. (g) There shall not be in effect any injunction or restraining order of any applicable Governmental Authority having jurisdiction to issue such injunction or restraining order prohibiting the making of the Initial Loans or the use of the proceeds thereof. (h) All fees and expenses required to be paid hereunder, under the Fee Letter and invoiced at least three business days prior to the Closing Date shall have been paid in full in cash or will be paid on the Closing Date out of the initial Credit Extension. (i) The Effective Date shall have occurred. (j) A Change of Control shall not have occurred.Term B-7 Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Executive Director

Certain Funds Period. During (a) Notwithstanding any term of this Agreement, during the Certain Funds Period, the obligation of each Lender to make the Initial Loans is subject to the satisfaction (or waiver pursuant to Section 10.01) of only the following conditions precedentLenders shall not be entitled to: (ai) The Administrative Agent shall refuse to participate in or make available any Acquisition Loan; (ii) cancel a Commitment relating to any Acquisition Loan; or (iii) exercise any right of rescission or similar right or remedy which it may have received a Committed Loan Notice in accordance with the requirements hereofrelation to any Acquisition Loan, except as provided below in this Clause 4.5. (b) The Administrative Agent shall have received a certified copy Paragraph (a) does not apply if, in the opinion of the Acquisition Documents corresponding in all material respects to the terms and conditions set out in the Press Release or Offer Press Release (as applicable), save to the extent otherwise required by the Takeover Panel;Majority Lenders: (c) Delivery to the Administrative Agent of a certificate signed by a duly authorized officer of Borrower confirming, if the Scheme has not been switched to an Offer, the Scheme Effective Date shall have occurred and the Administrative Agent shall have received certified copies of (i) a Major Representation is not correct or will not be correct immediately after the Court Order, relevant Acquisition Loan is made; or (ii) the shareholder resolutions referred to in and in the form set out in the Initial Scheme Document, and (iii) the confirmation-of-receipt stamp with respect to the registration of the Court Order from Companies House (or a copy of the cover letter from Target’s solicitors delivering the Court Order to Companies House for registration, with confirmation of receipt by Companies House affixed); if the Scheme has been switched to an Offer, the Offer Unconditional Date shall have occurred and, in either case, there shall not have been any material amendment, supplement or modification of the Acquisition Conditions Precedent, or waiver of the Acceptance Condition or the Anti-Trust Condition, not consented to by the Arrangers, other than (x) a waiver of the Acceptance Condition to permit the Offer to become unconditional with acceptance of Target Shares in an aggregate amount of not less than 75% of the Target Shares or (y) any amendments, supplements, modifications or waivers required by the Panel on Takeovers and Mergers, the High Court of England and Wales or any applicable Law. (d) The Major Representations shall be true and correct in all material respects except, in the case of a Major Representation which is qualified as to “materiality” or “Material Adverse Effect”, in all respects. (e) No breach of any Major Covenant has occurred and Default is continuing or would immediately will result from the making of the Initial Loansrelevant Acquisition Loan. (c) Paragraph (a) does not apply if: (i) in respect of a Facility A Loan or a Facility B Loan, the Company has not delivered all of the documents and other evidence required to be delivered pursuant to clause 4.2 (Conditions Precedent to Utilisation under Facility A and Facility B) in form and substance satisfactory to the Agent; (ii) in respect of a Facility C Acquisition Loan, the conditions precedent set out in clause 4.3(a), 4.3(b), 4.3(c) and 4.3(d) have not been met. (d) Nothing in this Clause 4.5 will affect the right of any Lender to refuse to participate in or make available any Acquisition Loan or to cancel a Commitment relating thereto if it is unlawful for such Lender to perform any of its obligations under the Finance Documents. (e) Nothing in this Clause 4.5 will affect the rights of any Finance Party in respect of any Default which is continuing upon expiry of the Certain Funds Period irrespective of whether that Default occurred during the Certain Funds Period or not. (f) No Major Default has occurred and is continuing or would immediately result from In any case, the making of Company shall comply with the Initial Loansrequirements set out in Clause 5 (Utilisation). (g) There shall not be in effect any injunction or restraining order of any applicable Governmental Authority having jurisdiction to issue such injunction or restraining order prohibiting the making of the Initial Loans or the use of the proceeds thereof. (h) All fees and expenses required to be paid hereunder, under the Fee Letter and invoiced at least three business days prior to the Closing Date shall have been paid in full in cash or will be paid on the Closing Date out of the initial Credit Extension. (i) The Effective Date shall have occurred. (j) A Change of Control shall not have occurred.In this Clause 4.5: