Common use of CONDITIONS PRECEDENT REQUIRED TO BE Clause in Contracts

CONDITIONS PRECEDENT REQUIRED TO BE. DELIVERED BY AN ADDITIONAL GUARANTOR 1. An Accession Deed executed by the Additional Guarantor and the Borrower. 2. A copy of the constitutional documents of the Additional Guarantor (together with such amendments thereto reasonably requested by the Security Agent to facilitate enforcement of Security). 3. A copy of a resolution of the board of directors of the Additional Guarantor: (a) approving the terms of, and the transactions contemplated by, the Accession Deed and the Finance Documents and resolving that it execute, deliver and perform the Accession Deed and any other Finance Document to which it is party; (b) authorising a specified person or persons to execute the Accession Deed and other Finance Documents on its behalf; (c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and (d) authorising the Borrower to act as its agent in connection with the Finance Documents. 4. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above. 5. To the extent required by law, a copy of a resolution signed by all the holders of the issued shares of in the Additional Guarantor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Guarantor is a party. 6. A certificate of the Additional Guarantor (signed by a director) confirming that borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded. 7. A certificate of an authorised signatory of the Additional Guarantor certifying that each copy document listed in this Part II of Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Accession Deed. 8. A copy of any other Authorisation or other document, opinion or assurance necessary in connection with the entry into and performance of the transactions contemplated by the Accession Deed or for the validity and enforceability of any Finance Document. 9. If requested by the Agent, the latest audited financial statements of the Additional Guarantor. 10. The following legal opinions, each addressed to the Agent, the Security Agent and the Lenders: (a) a legal opinion of the legal advisers to the Agent as to the laws of the jurisdiction of incorporation of the Additional Guarantor (or to the extent customary to do so in that jurisdiction, by the legal advisers to the Additional Guarantor in that jurisdiction); and (b) a legal opinion of the legal advisers to the Agent as to the governing laws of such Transaction Security Document (or to the extent customary to do so in that jurisdiction, by the legal advisers to the Additional Guarantor in that jurisdiction). 11. If the proposed Additional Guarantor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 41.2 (Service of process) and/or required to be appointed under the Transaction Security Documents referred to in paragraph 12 has accepted its appointment in relation to the proposed Additional Guarantor. 12. Any Transaction Security Documents which are required by the Security Principles to be executed by the proposed Additional Guarantor. 13. Any notices or documents required to be given or executed under the terms of those Transaction Security Documents.

CONDITIONS PRECEDENT REQUIRED TO BE. DELIVERED BY AN ADDITIONAL GUARANTOROBLIGOR 1. An Accession Deed executed by the Additional Guarantor Obligor and the BorrowerCompany. 2. A copy of the constitutional documents of the Additional Guarantor (together with such amendments thereto reasonably requested by the Security Agent to facilitate enforcement of Security)Obligor. 3. A copy of a resolution of the board or, if applicable, a committee of the board of directors of the Additional GuarantorObligor: (a) approving the terms of, and the transactions contemplated by, the Accession Deed and the Finance Documents and resolving that it execute, deliver and perform the Accession Deed and any other Finance Document to which it is a party; (b) authorising a specified person or persons to execute the Accession Deed and other Finance Documents on its behalf; (c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices (including, in relation to an Additional Borrower, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and (d) authorising the Borrower Company to act as its agent in connection with the Finance Documents. 4. If applicable, a copy of a resolution of the board of directors of the Additional Obligor, establishing the committee referred to in paragraph 3 above. 5. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above. 56. To the extent required by law, a A copy of a resolution signed by all the holders of the issued shares of in the Additional Guarantor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Guarantor is a party. 67. A copy of a resolution of the board of directors of each corporate shareholder of each Additional Guarantor approving the terms of the resolution referred to in paragraph 6 above. 8. A certificate of an Authorised Signatory of the Additional Guarantor (signed by a director) Obligor confirming that borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded. 79. A certificate of an authorised signatory of the Additional Guarantor Obligor certifying that each copy document listed in this Part II III of Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Accession Deed. 810. A copy of any other Authorisation authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by the Accession Deed Letter or for the validity and enforceability of any Finance Document. 911. If requested by the Agentavailable, the latest audited financial statements of the Additional GuarantorObligor. 1012. The following legal opinions, each addressed to the Agent, the Security Agent Trustee and the Lenders: (a) A legal opinion of the legal advisers to the Agent in England, as to English law in the form distributed to the Lenders prior to signing the Accession Deed. (b) If the Additional Obligor is incorporated in or has its “centre of main interest” or “establishment” (as referred to in Clause 26.29 (Centre of main interests and establishments)) in a jurisdiction other than England and Wales or is executing a Finance Document which is governed by a law other than English law, a legal opinion of the legal advisers to the Agent in the jurisdiction of its incorporation, “centre of main interest” or “establishment” (as applicable) or, as the case may be, the jurisdiction of the governing law of that Finance Document (the “Applicable Jurisdiction”) as to the laws law of the jurisdiction of incorporation of Applicable Jurisdiction and in the Additional Guarantor (or form distributed to the extent customary Lenders prior to do so in that jurisdiction, by signing the legal advisers to the Additional Guarantor in that jurisdiction); and (b) a legal opinion of the legal advisers to the Agent as to the governing laws of such Transaction Security Document (or to the extent customary to do so in that jurisdiction, by the legal advisers to the Additional Guarantor in that jurisdiction)Accession Deed. 11. If the proposed Additional Guarantor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 41.2 (Service of process) and/or required to be appointed under the Transaction Security Documents referred to in paragraph 12 has accepted its appointment in relation to the proposed Additional Guarantor. 1213. Any Transaction Security Documents security documents which are required by the Security Principles Agent to be executed by the proposed Additional GuarantorObligor. 1314. Any notices or documents required to be given or executed under the terms of those Transaction Security security documents. 15. If the Additional Obligor is incorporated in England and Wales, Scotland or Northern Ireland evidence that the Additional Obligor has done all that is necessary (including, without limitation, by re-registering as a private company) to comply with sections 677 to 683 of the Companies Xxx 0000 in order to enable that Additional Obligor to enter into the Finance Documents and perform its obligations under the Finance Documents.

CONDITIONS PRECEDENT REQUIRED TO BE. DELIVERED BY AN ADDITIONAL GUARANTORTHE ASSUMING BORROWER 1. An Accession Deed The Assumption Letter, duly executed by the Additional Guarantor Assuming Borrower and the BorrowerCompany. 2. A copy of the constitutional documents of the Additional Guarantor Assuming Borrower (together with such amendments thereto reasonably requested by including a certified copy of its constitutional documents and, if any, a certified extract from the Security Agent to facilitate enforcement commercial register (or its equivalent under applicable law) not older than fourteen days as at the date of Securitysigning of the Assumption Letter). 3. A copy of a resolution of its shareholders or of its board or the board of directors of the Additional Guarantor: (a) approving the terms of, and the transactions contemplated by, the Accession Deed and the Finance Documents and resolving that it execute, deliver and perform the Accession Deed and any other Finance Document to which it is party; (b) authorising a specified person or persons to execute the Accession Deed and other Finance Documents on its behalf; (c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or relevant equivalent in connection with the Finance Documents to which it is a party; and (d) authorising the Borrower to act as its agent in connection with the Finance Documents. 4. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above. 5. To the extent required by law, a copy of a resolution another jurisdiction signed by all the holders shareholders or partners or board members of the issued shares of in the Additional Guarantor, Assuming Borrower approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Guarantor it is a party and instructing the managing director(s) of the Assuming Borrower to execute the Finance Documents to which it is a party and each such other resolution which might be required by the Assuming Borrower’s articles of association, by-laws or relevant equivalent under applicable law. 4. A specimen of the signature of each person authorised to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request or Selection Notice) to be signed by it under or in connection with the Finance Documents to which it is party. 6. A certificate of the Additional Guarantor (signed by a director) confirming that borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded. 75. A certificate of an authorised signatory of the Additional Guarantor Assuming Borrower certifying that each copy document listed in this Part II of Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Accession DeedAssumption Letter. 86. A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by the Accession Deed Assumption Letter or for the validity and enforceability of any Finance DocumentDocument and which the Agent has requested from the Assuming Borrower not later than 10 Business Days before the date of the Assumption Letter. 97. If requested by the AgentThe latest (audited, the latest audited if available) financial statements of the Additional GuarantorAssuming Borrower. 108. The following legal opinions, each addressed to the Agent, the Security Agent and the Lenders: (a) a A legal opinion of the legal advisers to the Agent as Borrower on due incorporation, capacity and signing authority of the Assuming Borrower. From: [Name of Borrower] To: Commerzbank International S.A. Dated: Dear Sirs Software AG - Euro 335,000,000 Facility Agreement dated [ ] (the “Agreement”) 1. We refer to the laws of Agreement. This is a Utilisation Request. Terms defined in the jurisdiction of incorporation of Agreement have the Additional Guarantor (or to the extent customary to do so same meaning in that jurisdiction, by the legal advisers to the Additional Guarantor this Utilisation Request unless given a different meaning in that jurisdiction); and (b) a legal opinion of the legal advisers to the Agent as to the governing laws of such Transaction Security Document (or to the extent customary to do so in that jurisdiction, by the legal advisers to the Additional Guarantor in that jurisdiction)this Utilisation Request. 112. If We wish to borrow a Loan on the proposed Additional Guarantor following terms: Proposed Utilisation Date: [ ] or, if that is incorporated in not a jurisdiction other than England and WalesBusiness Day, evidence the next Business Day) Currency of Loan: [ ] Amount: [ ] or, if less, the Available Facility Interest Period: [ ] 3. We confirm that the process agent each condition specified in Clause 41.2 4.2 (Service Further conditions precedent) is satisfied on the date of process) and/or required to be appointed under the Transaction Security Documents referred to in paragraph 12 has accepted its appointment in relation to the proposed Additional Guarantorthis Utilisation Request. 124. Any Transaction Security Documents which are required by We confirm that the Security Principles to proceeds of this Loan will be executed by used for settlement of the proposed Additional Guarantor[Offer / Squeeze-out] and that, in connection with the [Offer / Squeeze-out] we will acquire [ ] shares in the Target (common stock) at a price per share of US Dollar [ ] and options and warrants in an aggregate amount of [ ]. 135. Any notices or documents required The proceeds of this Loan should be credited to be given or executed under the terms of those Transaction Security Documents[account]. 6. This Utilisation Request is irrevocable.